FOURTH AMENDMENT TO FORBEARANCE, AMENDMENT AGREEMENT

 

                                                                    EXHIBIT 10.1

              FOURTH AMENDMENT TO FORBEARANCE, AMENDMENT AGREEMENT,
                   AND ACKNOWLEDGMENT OF COMMITMENT REDUCTION

      THIS FOURTH AMENDMENT TO FORBEARANCE, AMENDMENT AGREEMENT, AND
ACKNOWLEDGMENT OF COMMITMENT REDUCTION (the "Fourth Amendment"), dated as of
October 19, 2001, is between INDUSTRIAL HOLDINGS, INC., a Texas corporation (the
"Borrower"), a group of affiliated business entities of the Borrower as set
forth on the execution page of this Fourth Amendment (collectively the
"Guarantors"), and COMERICA BANK-TEXAS (the "Agent"), NATIONAL BANK OF CANADA, a
Canadian chartered bank, HIBERNIA NATIONAL BANK, a national banking association
and COMERICA BANK-TEXAS, a Texas banking association (collectively the
"Lenders") and it amends that certain Forbearance and Amendment Agreement more
fully described below.

                                    RECITALS:

      A. Borrower, Guarantors, Lenders, and the Agent have entered into that
certain Forbearance and Amendment Agreement (the "Agreement") dated as of August
31, 2001.

      B. Borrower, Guarantors, Lenders, and the Agent have previously entered
into that certain First Amendment dated as of September 30, 2001, that certain
Second Amendment dated as of October 5, 2001 and that certain Third Amendment
dated as of October 10, 2001, all relating to the Agreement.

      C. Borrower, Guarantors, Lenders and Agent now desire to again amend the
Agreement as herein set forth.

      NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

      1.1 Definitions. Capitalized terms used in this Fourth Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Agreement. The following definition is revised by deleting that currently
appears in the definition section and replacing it with what follows:

            "ACCEPTABLE DEFINITIVE DISPOSITION AGREEMENT" shall mean an
            agreement calling for the disposition of the stock and/or the assets
            of Landreth Metal Forming, Inc. ("Landreth"), GHX, Inc. ("GHX")
            and/or Beaird Industries, Inc. ("Beaird") which contain (i) no due
            diligence or any other contingencies which, in the discretion of the
            Lenders, constitute unusual pre-conditions to closing and funding;
            (ii) are with bona fide third party purchasers who are

            financially capable of completing their obligations under the
            Definitive Disposition Agreements, in the case of Landreth, by not
            later than the date the Borrower consummates the merger called for
            in the Merger Agreement and, in the case of Beaird and GHX
            contemporaneous with the date the Borrower consummates the merger
            called for in the Merger Agreement; and (iii) the terms of which,
            including but not limited to the amount of net proceeds to be
            received by each of the Lenders, are approved by each of the
            Lenders.

            "FORBEARANCE PERIOD" shall mean the period commencing on the
            Effective Date and continuing until 5:00 p.m., Houston, Texas time
            on November 15, 2001 unless extended beyond that date (but in no
            event beyond December 31, 2001) pursuant to the provisions of
            Section 2 hereof, but subject to earlier termination pursuant to the
            terms and provisions of this Agreement.

            "TERMINATION EVENT" shall mean the occurrence of any of the
            following: (i) any representation or warranty made or deemed made by
            Borrower in this Agreement shall be false, misleading or erroneous
            in any material respect when made or deemed to have been made, (ii)
            Borrower shall fail to perform, observe or comply with any covenant,
            agreement or term contained in this Agreement, (iii) any default or
            event of default, other than the Specified Defaults, shall occur
            under this Agreement or the Loan Papers, (iv) the Borrower shall
            commence a voluntary proceeding seeking liquidation, reorganization,
            or other relief with respect to itself or its debts under any
            bankruptcy, insolvency, or other similar law now or hereafter in
            effect or seeking the appointment of a trustee, receiver,
            liquidator, custodian, or other similar official of it or a
            substantial part of its property or shall consent to any such relief
            or to the appointment of or taking possession by any such official
            in an involuntary case or other proceeding commenced against it or
            shall make a general assignment for the benefit of creditors or
            shall generally fail to pay its debts as they become due or shall
            take any corporate action to authorize any of the foregoing, (v) an
            involuntary proceeding shall be commenced against the Borrower
            seeking liquidation, reorganization, or other relief with respect to
            it or its debts under any bankruptcy, insolvency, or other similar
            law now or hereafter in effect or seeking the appointment of a
            trustee, receiver, liquidator, custodian, or other similar official
            for it or a substantial part of its property, (vi) should any
            substantial creditor of the Borrower, other than EnSerCo, commence
            or threaten, in writing, to commence any legal proceeding to collect
            indebtedness owing to them by the Borrower, (vii) the conclusion of
            the Forbearance Period, (viii) any of the buyers who enter into
            Definitive Disposition Agreements indicate an unwillingness or an
            inability to consummate their obligations thereunder, (ix) should
            Lenders believe that the timely consummation of the transaction
            contemplated by the Merger Agreement is in doubt, (x) should EnSerCo
            fail

            to consent to any amendment to the Merger Agreement or (xi) the
            Termination Date.

                                   ARTICLE II

                                   Amendments

      2.1 Amendment to Section 2. Section 2 "Forbearance by Lenders" is hereby
revised by deleting what currently appears at Section 2 and replacing it with
the following:

            FORBEARANCE BY LENDERS. Subject to the terms of this Agreement and
            so long as no Termination Event shall have occurred, Lenders hereby
            agree to forbear until 5:00 p.m., Houston, Texas time on November
            15, 2001, from exercising their rights and remedies arising as a
            result of the occurrence of the Specified Defaults. Notwithstanding
            the foregoing, the forbearance granted by Lenders pursuant hereto
            shall not constitute and shall not be deemed to constitute a waiver
            of any of the Specified Defaults or of any other default under the
            Loan Papers.

            NOTWITHSTANDING THE FOREGOING, the Forbearance Period is subject to
            being extended through December 31, 2001 if the following condition
            is met, and each of the Lenders acknowledges to the Borrower in
            writing that the precondition has been met:

                  If Definitive Disposition Agreements, meeting not only the
            conditions in the definitions set forth herein, but also which
            contain no financing contingencies are entered into by 5:00 p.m. on
            November 15, 2001.

            Notwithstanding the foregoing, the forbearance granted by Lenders
            pursuant hereto shall not constitute and shall not be deemed to
            constitute a waiver of any of the Specified Defaults or of any other
            default under the Loan Papers.

      2.2 Acknowledgment of Reduction in Commitment. The Borrower and the
Lenders join herein for purposes of acknowledging that, as of November 5, 2001,
each Lender's Commitment is reduced to the amount set forth below:

                  Comerica Bank-Texas           $17,454,545.45
                  Hibernia National Bank        $ 5,818,181.82
                  National Bank of Canada       $ 8,727,272.73

      2.3 Additional Reporting Requirement. The Borrower hereby agrees to
provide the Lenders with, from and after the date hereof, the following
additional financial reporting:

            Presently the Borrower is committed to provide the Agent weekly cash
            flow projections. The Borrower acknowledges its obligation to
            continue to provide such weekly cash flow projection. The Borrower
            agrees, in the week

            following the week in which the cash flow projections apply, to
            produce a reconciliation of actual cash flow to the prior week's
            budget with an explanation, in such detail as the Agent shall
            reasonably require, of the variance between the budget and the
            actual cash flow.

      2.4 Proceeds of Landreth Transaction. In addition to the Lenders being
satisfied with the amount they receive in return for agreeing to release any
lien they have in and to the stock and/or assets of Landreth to be conveyed
pursuant to any Definitive Disposition Agreement, the Borrower hereby
acknowledges that the resulting payment to the Lenders shall be a permanent
reduction in each of the Lenders' Commitment.

                                   ARTICLE III

                              Conditions Precedent

      3.1 Conditions. The effectiveness of this Fourth Amendment is subject to
the satisfaction of the following conditions precedent:

            (a) Agent shall have received all of the following, each dated
      (unless otherwise indicated) the date of this Fourth Amendment, in form
      and substance satisfactory to Agent:

                  (1) Resolutions. Resolutions of the Board of Directors of
            Borrower certified by its Secretary or an Assistant Secretary which
            authorize the execution, delivery, and performance by Borrower and
            each Guarantor of this Amendment and the other Loan Documents to
            which Borrower and each Guarantor is or is to be a party hereunder;

                  (2) Incumbency Certificate. A certificate of incumbency
            certified by the Secretary or an Assistant Secretary of Borrower and
            each Guarantor certifying the names of the officers of Borrower and
            each Guarantor authorized to sign this Amendment and each of the
            other Loan Documents to which Borrower and each Guarantor is or is
            to be a party hereunder (including the certificates contemplated
            herein) together with specimen signatures of such officers;

                  (3) Bylaws. The bylaws of Borrower and each Guarantor
            certified by the Secretary or an Assistant Secretary of Borrower or
            Guarantor;

                  (4) Governmental Certificates. Certificates of the appropriate
            government officials of the state of incorporation of Borrower and
            each Guarantor as to the existence and good standing of Borrower and
            each Guarantor, each dated within ten (10) days prior to the date of
            this Fourth Amendment; and

                  (5) Additional Information. Agent shall have received such
            additional documents, instruments and information as Agent or its
            legal counsel, Winstead Sechrest & Minick P.C., may request.

            (b) The representations and warranties contained herein and in all
      other Loan Documents, as amended hereby, shall be true and correct as of
      the date hereof as if made on the date hereof;

            (c) All corporate proceedings taken in connection with the
      transactions contemplated by this Amendment and all documents,
      instruments, and other legal matters incident thereto shall be
      satisfactory to Agent and its legal counsel, Winstead Sechrest & Minick
      P.C.; and

            (d) The Borrower shall have reimbursed the Agent for fees and
      expenses paid or the fees and expenses of the Agent incurred, in
      connection with this Fourth Amendment to the Agreement including, but not
      limited to, the fees and expenses of the Agent's counsel.

                                   ARTICLE IV

                  Ratifications, Representations and Warranties

      4.1 Ratifications. The terms and provisions set forth in this Fourth
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement are ratified and confirmed
and shall continue in full force and effect. Borrower and Agent agree that the
Agreement as amended hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.

      4.2 Representations and Warranties. Borrower hereby represents and
warrants to Agent that (i) the execution, delivery and performance of this
Fourth Amendment and any and all other Loan Documents executed and/or delivered
in connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the articles of incorporation or
bylaws of Borrower, (ii) the representations and warranties contained in the
Agreement, as amended hereby, and any other Loan Document are true and correct
on and as of the date hereof as though made on and as of the date hereof, (iii)
no Event of Default, other than those described in the Agreement have occurred
and is continuing and no event or condition has occurred that with the giving of
notice or lapse of time or both would be an Event of Default, and (iv) other
than as described in the Agreement, Borrower is in full compliance with all
covenants and agreements contained in the Agreement as amended hereby.

                                    ARTICLE V

                                  Miscellaneous

      5.1 Survival of Representations and Warranties. All representations and
warranties made in this Fourth Amendment or any other Loan Document including
any Loan Document furnished in connection with this Amendment shall survive the
execution and delivery of this

Amendment and the other Loan Documents, and no investigation by any Lender or
any closing shall affect the representations and warranties or the right of
Lenders to rely upon them.

      5.2 Reference to Agreement. Each of the Loan Documents, including the
Agreement and any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement as amended hereby, are hereby amended so that any
reference in such Loan Documents to the Agreement shall mean a reference to the
Agreement as amended hereby.

      5.3 Expenses of Agent. As provided in the Agreement, Borrower agrees to
pay on demand all costs and expenses incurred by Agent in connection with the
preparation, negotiation, and execution of this Fourth Amendment and the other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including without limitation the costs
and fees of Agent's legal counsel, and all costs and expenses incurred by Agent
in connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby, or any other Loan Document, including without
limitation the costs and fees of Agent's legal counsel.

      5.4 Severability. Any provision of this Fourth Amendment held by a court
of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Fourth Amendment and the effect thereof shall
be confined to the provision so held to be invalid or unenforceable.

      5.5 Applicable Law. This Fourth Amendment and all other Loan Documents
executed pursuant hereto shall be deemed to have been made and to be performable
in Dallas, Dallas County, Texas and shall be governed by and construed in
accordance with the laws of the State of Texas.

      5.6 Successors and Assigns. This Fourth Amendment is binding upon and
shall inure to the benefit of the Lenders and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the
Lenders.

      5.7 Counterparts. This Fourth Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

      5.8 Effect of Waiver. No consent or waiver, express or implied, by the
Lenders to or for any breach of or deviation from any covenant, condition or
duty by Borrower or Guarantor shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.

      5.9 Headings. The headings, captions, and arrangements used in this Fourth
Amendment are for convenience only and shall not affect the interpretation of
this Fourth Amendment.

      5.10 Non-Application of Chapter 346 of Texas Finance Code. The provisions
of Chapter 346 of the Texas Finance Code are specifically declared by the
parties hereto not to be applicable to this Fourth Amendment or any of the other
Loan Documents or to the transactions contemplated hereby.

      5.11 RELEASE AND COVENANT NOT TO SUE. THE BORROWER (IN ITS OWN RIGHT AND
ON BEHALF OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT
CONTRACTORS, ATTORNEYS AND AGENTS) AND GUARANTORS (IN THEIR OWN RIGHT AND ON
BEHALF OF THEIR RESPECTIVE ATTORNEYS AND AGENTS) (THE "RELEASING PARTIES")
JOINTLY AND SEVERALLY RELEASE, ACQUIT, AND FOREVER DISCHARGE THE LENDERS AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS,
ATTORNEYS AND AGENTS, AND ATTORNEYS (THE "RELEASED PARTIES"), TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, FROM ANY AND ALL ACTS AND
OMISSIONS OF THE RELEASED PARTIES, AND FROM ANY AND ALL CLAIMS, CAUSES OF
ACTION, COUNTERCLAIMS, DEMANDS, CONTROVERSIES, COSTS, DEBTS, SUMS OF MONEY,
ACCOUNTS, RECKONINGS, BONDS, BILLS, DAMAGES, OBLIGATIONS, LIABILITIES,
OBJECTIONS, AND EXECUTIONS OF ANY NATURE, TYPE, OR DESCRIPTION WHICH THE
RELEASING PARTIES HAVE AGAINST THE RELEASED PARTIES, INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, GROSS NEGLIGENCE, USURY, FRAUD, DECEIT, MISREPRESENTATION,
CONSPIRACY, UNCONSCIONABILITY, DURESS, ECONOMIC DURESS, DEFAMATION, CONTROL,
INTERFERENCE WITH CONTRACTUAL AND BUSINESS RELATIONSHIPS, CONFLICTS OF INTEREST,
MISUSE OF INSIDER INFORMATION, CONCEALMENT, DISCLOSURE, SECRECY, MISUSE OF
COLLATERAL, WRONGFUL RELEASE OF COLLATERAL, FAILURE TO INSPECT, ENVIRONMENTAL
DUE DILIGENCE, NEGLIGENT LOAN PROCESSING AND ADMINISTRATION, WRONGFUL SETOFF,
VIOLATIONS OF STATUTES AND REGULATIONS OF GOVERNMENTAL ENTITIES,
INSTRUMENTALITIES AND AGENCIES (BOTH CIVIL AND CRIMINAL), RACKETEERING
ACTIVITIES, SECURITIES AND ANTITRUST LAWS VIOLATIONS, TYING ARRANGEMENTS,
DECEPTIVE TRADE PRACTICES, BREACH OR ABUSE OF ANY ALLEGED FIDUCIARY DUTY, BREACH
OF ANY ALLEGED SPECIAL RELATIONSHIP, COURSE OF CONDUCT OR DEALING, ALLEGED
OBLIGATION OF FAIR DEALING, ALLEGED OBLIGATION OF GOOD FAITH, AND ALLEGED
OBLIGATION OF GOOD FAITH AND FAIR DEALING, WHETHER OR NOT IN CONNECTION WITH OR
RELATED TO THE AGREEMENT OR THE NOTES OR VARIOUS SECURITY DOCUMENTS, GUARANTIES
AND ANY AND ALL DOCUMENTS RELATED THERETO (THE "LOAN PAPERS") OR THIS AGREEMENT,
AT LAW OR IN EQUITY, IN CONTRACT IN TORT, OR OTHERWISE, KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED (THE "RELEASED CLAIMS"). THE RELEASING PARTIES FURTHER
AGREE TO LIMIT ANY DAMAGES THEY MAY SEEK IN CONNECTION WITH ANY CLAIM OR CAUSE
OF ACTION, IF ANY, TO EXCLUDE ALL PUNITIVE AND EXEMPLARY DAMAGES, DAMAGES
ATTRIBUTABLE TO LOST PROFITS OR OPPORTUNITY, DAMAGES

ATTRIBUTABLE TO MENTAL ANGUISH, AND DAMAGES ATTRIBUTABLE TO PAIN AND SUFFERING,
AND THE RELEASING PARTIES DO HEREBY WAIVE AND RELEASE ALL SUCH DAMAGES WITH
RESPECT TO ANY AND ALL CLAIMS OR CAUSES OF ACTION WHICH MAY ARISE AT ANY TIME
AGAINST ANY OF THE RELEASED PARTIES. THE RELEASING PARTIES REPRESENT AND WARRANT
THAT NO FACTS NOW EXIST WHICH COULD PRESENTLY OR IN THE FUTURE COULD SUPPORT THE
ASSERTION OF ANY OF THE RELEASED CLAIMS AGAINST THE RELEASED PARTIES. THE
RELEASING PARTIES FURTHER COVENANT NOT TO SUE THE RELEASED PARTIES ON ACCOUNT OF
ANY OF THE RELEASED CLAIMS, AND EXPRESSLY WAIVE ANY AND ALL DEFENSES THEY MAY
HAVE IN CONNECTION WITH THEIR DEBTS AND OBLIGATIONS UNDER THE LOAN PAPERS AND
THIS AGREEMENT. THIS PARAGRAPH IS IN ADDITION TO AND SHALL NOT IN ANY WAY LIMIT
ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY THE RELEASING PARTIES IN
FAVOR OF THE RELEASED PARTIES.

      ACCEPTANCE OF EACH ADVANCE MADE AFTER THE DATE HEREOF SHALL CONSTITUTE A
RATIFICATION, ADOPTION AND CONFIRMATION BY THE RELEASING PARTIES OF THE
FOREGOING GENERAL RELEASE OF RELEASED CLAIMS THAT ARE BASED IN WHOLE OR IN PART
ON FACTS, WHETHER OR NOT NOW KNOWN OR UNKNOWN, EXISTING ON OR PRIOR TO THE DATE
OF RECEIPT OF ANY SUCH ADVANCE.

      5.12 ENTIRE AGREEMENT. THIS FOURTH AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS FOURTH
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

      5.13 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF
THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF
THE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT
THEREOF.

Executed as of October 19, 2001.

                                    BORROWER:

                                    INDUSTRIAL HOLDINGS, INC.,
                                    a Texas corporation

                                    By: /s/ ROBERT CONE
                                       ---------------------------------------
                                    Name:   Robert Cone
                                    Title:  Chief Executive Officer

                                    Address for Notices:

                                    Industrial Holdings, Inc.
                                    7135 Ardmore
                                    Houston, Texas 77054
                                    Fax No.: 713-749-9642
                                    Telephone No.: 713-747-1025
                                    Attention: Mr. Robert E. Cone

                                     AGENT:

                                    COMERICA BANK-TEXAS,
                                    a Texas banking association

                                    By: /s/ ROBIN M. KAIN
                                       ---------------------------------------
                                          Robin M. Kain
                                          Vice President

                                    Address for Notices:

                                    Comerica Bank - Texas
                                    P.O. Box 650282
                                    Dallas, Texas 75265-0282
                                    Fax No.:  (214) 589-4724
                                    Telephone No.:  (214) 589-4718
                                    Attention:  Mr. Joseph Sullivan
                                                MC 6510

                                    With a copy to:

                                    Comerica Bank - Texas
                                    P.O. Box 650282
                                    Dallas, Texas  75265-0282
                                    Fax No.: (214) 589-4724
                                    Telephone No.: (214) 589-4708
                                    Attention:  Robin M. Kain
                                                MC 6510

                                          LENDERS:

                                    COMERICA BANK-TEXAS
                                    a Texas banking association

                                    By: /s/ ROBIN M. KAIN
                                       ---------------------------------------
                                          Robin M. Kain
                                          Vice President

                                    Address for Notices:

                                    Comerica Bank - Texas
                                    P.O. Box 650282
                                    Dallas, Texas 75265-0282
                                    Fax No.: (214) 589-4724
                                    Telephone No.: (214) 589-4718
                                    Attention:  Mr. Joseph Sullivan
                                                MC 6510

                                    With a copy to:

                                    Comerica Bank - Texas
                                    P.O. Box 650282
                                    Dallas, Texas  75265-0282
                                    Fax No.: (214) 589-4724
                                    Telephone No.: (214) 589-4708
                                    Attention:  Robin M. Kain
                                                 MC 6510

                                    HIBERNIA NATIONAL BANK
                                    a national banking association

                                    By: /s/ DOUGLAS STALEY
                                       ---------------------------------------
                                          Douglas Staley
                                          Senior Vice President

                                    Address for Notices:

                                    Hibernia National Bank
                                    225 Barone Street, 10th Fl.
                                    New Orleans, Louisiana 70112
                                    Fax No.: (504) 533-5099
                                    Telephone No.: (504) 533-2045
                                    Attention: Ms. Tammy Angelety

                                    NATIONAL BANK OF CANADA,
                                    a Canadian charter bank

                                    By: /s/ PAT CLONINGER
                                       ---------------------------------------
                                    Name:  Pat Cloninger
                                    Title: Vice President

                                    By: /s/ MICHAEL BLOOMENFELD
                                       ---------------------------------------
                                    Name:  Michael Bloomenfeld
                                    Title: Executive Vice President

                                    Address for Notices:

                                    National Bank of Canada
                                    5200 Town Center Circle, Suite 302
                                    Boca Raton, Florida 33486
                                    Fax No.: (561) 367-1020
                                    Telephone No.: (561) 367-1700
                                    Attention: Ms. Patricia Cloninger

                                    With a copy to:

                                    National Bank of Canada

                                    -------------------------------------

                                    -------------------------------------
                                    Fax No.:
                                            -----------------------------
                                    Telephone No.:
                                                  -----------------------
                                    Attention:
                                              ---------------------------

      Guarantors hereby consent and agree to this Fourth Amendment and agree
that the Guaranty shall remain in full force and effect and shall continue to be
the legal, valid and binding obligation of Guarantors enforceable against
Guarantors in accordance with its terms.

                           GUARANTORS:

                           The Rex Group, Inc., a Texas corporation
                           First Texas Credit Corporation, a Texas corporation
                           Landreth Metal Forming, Inc., a Texas corporation
                           Pipeline Valve Specialty, Inc., a Texas corporation
                               (f/k/a Industrial Municipal Supply Company)
                           Bolt Manufacturing Co., Inc., a Texas corporation,
                               d/b/a Walker Bolt Manufacturing Co., Inc.
                           LSS-Lone Star-Houston, Inc., a Texas corporation
                           Manifold Valve Services, Inc., a Delaware
                               corporation, d/b/a Rogers Equipment & Supply
                               Company
                           GHX, Incorporated, a Texas corporation
                           Regal Machine Tool, Inc., a Texas corporation, f/k/a
                               Rex Machine Tool, Inc.
                           WHIR Acquisition, Inc., a Texas corporation, d/b/a
                           Ameritech Fastener Manufacturing
                           Moores Pump and Services, Inc., a Louisiana
                               corporation
                           GHX, Incorporated of Louisiana, a Louisiana
                               corporation
                           Beaird Industries, Inc., a Delaware corporation
                           United Wellhead Services, Inc., a Texas corporation

                           By:
                              ---------------------------------------------
                           Name:
                                -------------------------------------------
                           Title:
                                 ------------------------------------------

 

Basic Info X:

Name: FOURTH AMENDMENT TO FORBEARANCE, AMENDMENT AGREEMENT
Type: Fourth Amendment to Forbearance, Amendment Agreement
Date: Nov. 14, 2001
Company: T-3 ENERGY SERVICES INC
State: Texas

Other info: