{"id":41293,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/security-agreement-boots-coots-international-well-control2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"security-agreement-boots-coots-international-well-control2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/security-agreement-boots-coots-international-well-control2.html","title":{"rendered":"Security Agreement &#8211; Boots &#038; Coots International Well Control Inc. and Geneva Associates LLC"},"content":{"rendered":"<pre>                     FIRST AMENDMENT TO SECURITY AGREEMENT\n\n     THIS FIRST AMENDMENT TO SECURITY AGREEMENT (this 'Amendment') dated as of\nMarch ___1998, is by and between Boots &amp; Coots International Well Control, Inc.,\na Delaware corporation (the 'Debtor'), and Geneva Associates, L.L.C. ('Geneva'),\nas Collateral Agent for the Noteholders (as hereinafter defined) (the 'Secured\nParty').\n\n                                   RECITALS:\n\n     A.  The Debtor, Geneva and Main Street Merchant Partners II, L.P. ('Main\nStreet') have entered into that certain Note Purchase Agreement dated as of\nJanuary 2, 1998, as amended by that certain First Amendment to Note Purchase\nAgreement dated as of March ___, 1998 (the 'Note Purchase Agreement Amendment')\n(herein, as the same may be further amended, modified, supplemented, extended,\nrearranged, and\/or restated from time to time, called the 'Note Purchase\nAgreement'), pursuant to which, upon the terms and conditions therein set forth,\nthe Debtor has issued its 10.0% Senior Secured Notes due June 15, 1998, in the\naggregate principal amount of $7,250,000 (herein, as the same may be amended,\nmodified, supplemented, extended, rearranged, and\/or restated from time to time,\ntogether with any notes given by the Debtor in extension, replacement,\nrearrangement, modification and\/or substitution thereof or therefor,\ncollectively called the 'Notes' and any holders of the Notes, collectively\ncalled the 'Noteholders').\n\n     B.  Each of Geneva and Main Street requires that this Amendment be entered\ninto by the Debtor as a condition precedent to the effectiveness of the Note\nPurchase Agreement Amendment.\n\n     C.  The Debtor and the Secured Party have entered into that certain\nSecurity Agreement and Financing Statement dated as of January 2, 1998 (the\n'Agreement'), and they now desire to amend the Agreement as hereinafter\nprovided.\n\n     NOW THEREFORE, in consideration of the premises and other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties hereto agree as follows:\n\n     1.  Amendment to Agreement.  The definitions of each of the terms 'Notes'\nand 'Noteholders' in the Agreement are hereby amended to include the Notes and\nthe Noteholders as defined herein.\n\nFirst Amendment to Security Agreement\nPage 1\n\n \n     2.  Reaffirmation of Agreement.  This Amendment shall be deemed to be an\namendment to the Agreement, and the Agreement, as amended hereby, is hereby\nratified, approved and confirmed in each and every respect.  All references to\nthe Agreement in the Agreement and the other Documents (excluding this\nAmendment) shall hereafter be deemed to refer to the Agreement, as amended\nhereby.\n \n     3.  Successors and Assigns.  This Amendment shall be binding upon and inure\nto the benefit of the Debtor and Secured Party and their respective heirs,\nsuccessors, and assigns, except that the Debtor may not assign any of its rights\nor obligations under the Agreement, as amended by this Amendment,  without the\nprior written consent of Secured Party except to the extent permitted by the\nNote Purchase Agreement.\n\n     4.  Amendment; Entire Agreement.  The Agreement, as amended by this\nAmendment, together with any applicable pledge or other agreement required by\napplicable laws, embodies the final, entire agreement among the parties hereto\nand supersedes any and all prior commitments, agreements, representations, and\nunderstandings, whether written or oral, relating to the subject matter hereof.\nThe provisions of the Agreement, as amended by this Amendment, may be amended or\nwaived only by an instrument in writing signed by the parties hereto with the\nrequisite consent of Secured Party as provided in the Note Purchase Agreement.\n\n     5.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  This\nAmendment, and the rights and duties of the parties hereto, shall be construed\nin accordance with and governed by the internal laws of the State of Texas;\nprovided, however that any enforcement of Secured Party's rights and remedies in\nany other jurisdiction shall, to the extent required by applicable laws, be\ngoverned by the laws of the jurisdiction of enforcement.  Each party hereto\nhereby submits to the nonexclusive jurisdiction of the United States District\nCourt for the Southern District of Texas and of any Texas State court sitting in\nHouston, Texas for purposes of all legal proceedings arising out of or relating\nto this Amendment or the transactions contemplated hereby.  Each party hereto\nirrevocably waives, to the fullest extent permitted by law, any objection it may\nnow or hereafter have to the laying of the venue of any such proceeding brought\nin such a court and any claim that any such proceeding brought in such a court\nhas been brought in an inconvenient forum.  EACH PARTY TO THIS AMENDMENT  HEREBY\nIRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR\nCOUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, AS AMENDED BY THIS\nAMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n     6. Headings. The headings, captions, and arrangements used in this\nAmendment are for convenience only and shall not affect the interpretation of\nthis Amendment.\n\nFirst Amendment to Security Agreement\nPage 2\n\n \n     7.   Counterparts.  This Amendment  may be executed in any number of\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n     8.   Severability.  Any provision of this Amendment which is prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability without invalidating the\nremaining provisions of this Amendment, and any such prohibition or\nunenforceability in any jurisdiction shall not invalidate or render\nunenforceable such provision in any other jurisdiction.\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as\nof the day and year first written above.\n                              DEBTOR:\n\n                              BOOTS &amp; COOTS INTERNATIONAL WELL\n                              CONTROL, INC., a Delaware corporation\n\n                 By:\n                    --------------------------------------------    \n                              Name:  Larry H. Ramming\n                              Title: Chairman of the Board and Chief\n                                     Executive Officer\n\n                              SECURED PARTY:\n\n                              GENEVA ASSOCIATES, L.L.C., as\n                              Collateral Agent\n\n                 By:\n                    --------------------------------------------\n                              Name: Tracy Scott Turner\n                              Title:     Principal\n\n\n\nFirst Amendment to Security Agreement\nPage 3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9560,9570],"class_list":["post-41293","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","corporate_contracts_types-finance","corporate_contracts_types-finance__security"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41293","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41293"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41293"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41293"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41293"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}