Common use of New Term Loan Clause in Contracts

New Term Loan. (a) On the First Amendment Closing Date, LaSalle agrees to make a term loan to the Borrower in the original principal amount of Seven Hundred Twenty-Seven Thousand Dollars ($727,000). Principal payable on account of such term loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of May, 1997 and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments. Proceeds of such term loan shall be disbursed first by application thereof against the unpaid principal balance of the Term Loan outstanding as of the First Amendment Closing Date and the aggregate amount of accrued and unpaid interest on the Term Loan through and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle in writing. (b) The Borrower warrants and represents that (i) as of April 7, 1997, the outstanding principal balance of the Term Loan made by LaSalle to it on the Closing Date equals $410,666.56 and (ii) the aggregate amount of accrued and unpaid interest on the Term Loan through and including April 6, 1997 equals $684.42. (c) The Borrower agrees to execute and deliver to LaSalle, concurrently with the execution and delivery of this Amendment, a promissory note in the form of Exhibit A to this Amendment. Such promissory note shall (i) be in the amount of $727,000, and (ii) evidence the aggregate amount of the original principal indebtedness owing by the Borrower to LaSalle

New Term Loan. (a) On At the First Amendment Closing DateClosing, LaSalle agrees to (i) New Lender shall make a term loan to the Borrower Company in the original principal amount of Seven Hundred Twenty-Seven Thousand Dollars $3,000,000 ($727,000the “New Term Loan”). Principal payable on account of such term loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of May, 1997 and ; (ii) based on an amortization schedule consisting of sixty the Company shall execute and deliver to New Lender a promissory note in substantially the form attached hereto as Exhibit I (60the “Promissory Note”) equal evidencing the New Term Loan; and level payments. Proceeds of such term loan (iii) the Company and New Lender shall be disbursed first by application thereof against enter into a security agreement in substantially the unpaid principal balance of form attached hereto as Exhibit J (the Term Loan outstanding as of the First Amendment Closing Date and the aggregate amount of accrued and unpaid interest on the Term Loan through and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle in writing“Security Agreement”). (b) The Borrower warrants transactions contemplated by the Security Agreement to be consummated upon the execution and represents that (i) as delivery thereof shall be consummated concurrently with the Closing. Without limiting the generality of April 7, 1997the foregoing, the outstanding principal balance Company and New Lender shall cause account control agreements relating to certain of the Term Loan made Company’s accounts as specified in the Security Agreement, in form and substance reasonably acceptable to the Company and New Lender, to be entered into by LaSalle to it on and among the Company, New Lender and the applicable financial institutions as soon as reasonably practicable following the Closing Date equals $410,666.56 (the “Account Control Agreements”). The Security Agreement and (ii) the aggregate amount of accrued and unpaid interest on Account Control Agreements are referred to collectively herein as the Term Loan through and including April 6, 1997 equals $684.42“Security Documents.” (c) The Borrower agrees Promissory Note and the Security Documents are referred to collectively herein as the “New Term Loan Documents.” (d) For so long as any of the Castanea Entities or their respective Affiliates holds any membership interest in the Company, the Castanea Entities (and their respective designees and assignees) shall have a right of first refusal on any proposed transfer or assignment, in whole or in part, of the Promissory Note (a “Proposed Transfer”), as set forth more fully below. In the event of any Proposed Transfer, New Lender shall deliver a written notice (the “Proposed Transfer Notice”) to the Castanea Entities, not later than fifteen (15) days prior to the consummation of such Proposed Transfer, setting forth the material terms and conditions (including price and form of consideration) of the Proposed Transfer and the identity of the prospective transferee. The Castanea Entities shall have the right, but not the obligation, to purchase all, but not less than all, of that portion of the Promissory Note subject to the Proposed Transfer, on the terms and conditions specified in the Proposed Transfer Notice. To exercise such right of first refusal, the Castanea Entities must deliver written notice thereof within ten (10) days after delivery of the Proposed Transfer Notice, in which event the consummation thereof shall occur not later than seven (7) Business Days after delivery of such election notice. In the event that the Castanea Entities do not exercise such right of first refusal, New Lender may consummate the Proposed Transfer on the terms and conditions specified in the Proposed Transfer Notice. The foregoing right of first refusal shall not apply to any Proposed Transfer to Madden or any of its Affiliates, provided that each such transferee shall execute and deliver a written agreement, in form and substance reasonably acceptable to LaSallethe Castanea Entities, concurrently with to be bound by the execution and delivery provisions of this Amendment, Section 8.4(d) to the same extent as New Lender. The foregoing right of first refusal shall not apply to (nor be assignable to) any purchaser of all or a promissory note in majority of the form Castanea Entities’ membership interests other than an Affiliate of Exhibit A to this Amendment. Such promissory note shall (i) be in the amount of $727,000Castanea Entities, and (ii) evidence is, instead, exclusive and “personal” solely to the aggregate amount of the original principal indebtedness owing by the Borrower to LaSalleCastanea Entities.

New Term Loan. (a) On Subject to the First Amendment Closing Dateterms and conditions set forth herein, LaSalle the Bank agrees to make a term loan the New Term Loan to the Borrower in the original principal amount of Seven Hundred Twenty-Seven Thousand Dollars ($727,000). Principal payable on account of such term loan shall be payable in successive monthly installments (i) payable on the first day of each month, the first of which installments shall be due and payable on the first day of May, 1997 and (ii) based on Effective Date in an amortization schedule consisting of sixty (60) amount equal and level payments. Proceeds of such term loan shall be disbursed first by application thereof against the unpaid principal balance of to the Term Loan outstanding as of the First Amendment Closing Date Commitment. The amounts borrowed under this Section 2.8(a) and the aggregate amount of accrued and unpaid interest on the Term Loan through and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle in writingrepaid or prepaid may not be reborrowed. (b) The Borrower warrants New Term Loan shall be made upon the Borrower's irrevocable notice to the Bank, which may be given by telephone. Such notice must be received by the Bank not later than 3:00 p.m. (New York City time) two Business Days prior to the requested date of the borrowing of such New Term Loan, and represents that must set forth (i) the requested borrowing date commencement date, as of April 7the case may be, 1997, the outstanding principal balance of the Term Loan made by LaSalle to it on the Closing Date equals $410,666.56 and (ii) whether the aggregate amount Loan shall be a LIBOR Loan or a Fluctuating Rate Loan, and (iii) if entirely a LIBOR Loan, the length of accrued the Interest Period therefor, which shall be one, two, three or six months, as the Borrower shall elect. Such telephonic notice by the Borrower pursuant to this Section 2.8(b) must be confirmed promptly by delivery to the Bank of a written borrowing notice (in form and unpaid interest on substance reasonably satisfactory to the Bank), appropriately completed and signed by a chief financial officer of the Borrower. Thereafter, if no Event of Default is (at the time in question) continuing, the Borrower may split the initial Borrowing of the New Term Loan through into multiple tranches of Borrowings, and including April 6may elect to convert any tranche of a Borrowing of the New Term Loan to create a tranche of a Borrowing of the New Term Loan of a different Type (or Interest Period, 1997 equals $684.42where applicable) or to continue such tranche and, in the case of a tranche of LIBOR Borrowing of the New Term Loan, may elect Interest Periods therefor, all in accordance with, and as provided in, Section 2.9. (c) The Borrower agrees shall repay to execute and deliver to LaSalle, concurrently with the execution and delivery of this Amendment, a promissory note in the form of Exhibit A to this Amendment. Such promissory note shall (i) be in the amount of $727,000, and (ii) evidence Bank the aggregate principal amount of the original principal indebtedness owing by New Term Loan on the Borrower to LaSallefollowing dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.10)): ---------------------------- ----------------------------------------- Date Amount ---------------------------- ----------------------------------------- November 8, 2007 $0 ---------------------------- ----------------------------------------- February 8, 2008 $892,857.14 ---------------------------- ----------------------------------------- May 8, 2008 $892,857.14 ---------------------------- ----------------------------------------- August 8, 2008 $892,857.14 ---------------------------- ----------------------------------------- November 8, 2008 $892,857.14 ---------------------------- ----------------------------------------- February 8, 2009 $892,857.14 ---------------------------- ----------------------------------------- May 8, 2009 $892,857.14 ---------------------------- ----------------------------------------- August 8, 2009 $892,857.14 ---------------------------- ----------------------------------------- November 8, 2009 $892,857.14 ---------------------------- ----------------------------------------- February 8, 2010 $892,857.14 ---------------------------- ----------------------------------------- May 8, 2010 $892,857.14 ---------------------------- ----------------------------------------- August 8, 2010 $892,857.14 ---------------------------- ----------------------------------------- November 8, 2010 $892,857.14 ---------------------------- ----------------------------------------- February 8, 2011 $892,857.14 ---------------------------- ----------------------------------------- May 8, 2011 $892,857.14 ---------------------------- ----------------------------------------- August 8, 2011 $892,857.14 ---------------------------- ----------------------------------------- November 8, 2011 $892,857.14 ---------------------------- ----------------------------------------- February 8, 2012 $892,857.14 ---------------------------- ----------------------------------------- May 8, 2012 $892,857.14 ---------------------------- ----------------------------------------- August 8, 2012 $8,928,571.48 ---------------------------- -----------------------------------------

New Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, (ai) On each First Amendment Term Loan Lender severally, but not jointly, agrees to make available to the Borrowers on the First Amendment Closing Date, LaSalle agrees to make Effective Date such First Amendment Term Loan Lender’s First Amendment Term Loan Commitment Percentage of a term loan to in Dollars (the Borrower “First Amendment Term Loan”) in the original aggregate principal amount of Seven Hundred TwentyONE HUNDRED TWENTY-Seven Thousand Dollars NINE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($727,000). Principal payable on account of such term loan shall be payable in successive monthly installments 129,250,000) (ithe “First Amendment Term Loan Committed Amount”) payable on the first day of each month, the first of which installments shall be due and payable on the first day of May, 1997 and (ii) based each Second Amendment Term Loan Lender (together with the First Amendment Term Loan Lenders, each a “New Term Loan Lender”) severally, but not jointly, agrees to make available to the Borrowers on an amortization schedule consisting the Second Amendment Effective Date such Second Amendment Term Loan Lender’s Second Amendment Term Loan Commitment Percentage of sixty (60) equal and level payments. Proceeds of such a term loan in Dollars (the “Second Amendment Term Loan” and together with the First Amendment Term Loan, the “New Term Loan”) in the aggregate principal amount of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Second Amendment Term Loan Committed Amount” and together with the First Amendment Term Loan Committed Amount, the “New Term Loan Committed Amount”) in each case for the purposes set forth in Section 3.11. The New Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Parent Borrower may request; provided, however, the New Term Loan made on the First Amendment Effective Date and/or the Second Amendment Effective Date, as applicable, may consist of LIBOR Rate Loans if the Parent Borrower requests such LIBOR Rate Loan in writing on the third Business Day prior to the First Amendment Effective Date and/or the Second Amendment Effective Date, as applicable, and delivers a funding indemnity letter acceptable to the Administrative Agent on or prior to such third Business Day. Amounts repaid on the New Term Loan may not be reborrowed. For the avoidance of doubt, the First Amendment Term Loan shall replace and refinance the Initial Term Loan, and the Initial Term Loan, and all obligations thereunder (other than indemnification obligations that pursuant to the express terms of the Credit Documents survive the termination of the Initial Term Loan), shall be disbursed first by application thereof against terminated upon the unpaid principal balance of the Term Loan outstanding as borrowing of the First Amendment Closing Date Term Loan and the aggregate amount immediate repayment of accrued and unpaid interest on the Initial Term Loan through and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle in writing. (b) The Borrower warrants and represents that (i) as of April 7, 1997, the outstanding principal balance of the Term Loan made by LaSalle to it on the Closing Date equals $410,666.56 and (ii) the aggregate amount of accrued and unpaid interest on the Term Loan through and including April 6, 1997 equals $684.42. (c) The Borrower agrees to execute and deliver to LaSalle, concurrently with the execution and delivery of this Amendment, a promissory note in the form of Exhibit A to this Amendment. Such promissory note shall (i) be in the amount of $727,000, and (ii) evidence the aggregate amount of the original principal indebtedness owing by the Borrower to LaSalleproceeds thereof.

New Term Loan. (a) On Pursuant to Section 2.22 of the First Amendment Closing Date, LaSalle agrees to make a term loan to the Borrower in the original principal amount of Seven Hundred Twenty-Seven Thousand Dollars ($727,000). Principal payable on account of such term loan shall be payable in successive monthly installments (i) payable on the first day of each monthCredit Agreement, the first of which installments shall Incremental Term Lender hereby agrees that it will be due and payable on the first day of May, 1997 and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments. Proceeds of such term loan shall be disbursed first by application thereof against the unpaid principal balance of the Term Loan outstanding as of the First Amendment Closing Date and the aggregate amount of accrued and unpaid interest on the Term Loan through and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle in writing. (b) The Borrower warrants and represents that (i) as of April 7, 1997, the outstanding principal balance of the Term Loan made by LaSalle to it deemed on the Closing Date equals to make to CGG US a term loan in respect of its Incremental Term Loan Commitment, in an aggregate principal amount of $410,666.56 90,000,000 (the “Incremental Term Loan”) upon, and subject to, the following terms and conditions: A. the Incremental Term Lender will, as of the Closing Date, become an Incremental Term Lender and a Lender under the Credit Agreement with respect to its Incremental Term Loan Commitment and, following the deemed making thereof, the Incremental Term Loan. Upon the deemed making thereof, the Incremental Term Loan shall be deemed a pro rata tranche of the Term Loans under the Credit Agreement to be made on the Closing Date immediately prior to the incurrence of the Incremental Term Loan as described herein (the “Original Term Loans”), to be included in each Borrowing of outstanding Term Loans on a pro rata basis, and all references to such Original Term Loans and, except as otherwise provided herein, each provision of the Credit Agreement and any other Finance Document applicable to such Original Term Loans shall apply to and be deemed to include the Incremental Term Loan. B. Without limitation of the foregoing, the Incremental Term Loan shall rank pari passu in all respects, including in right of payment and of security, with, and shall have the same terms as, the Original Term Loans, including but not limited to as to (i) maturity date, which shall be the Term Loan Maturity Date of the Original Term Loans, and (ii) the aggregate amount rate of accrued interest, which shall be the same as is applicable to the Original Term Loans; C. CGG US and unpaid interest on the Incremental Term Loan through and including April 6, 1997 equals $684.42. (c) The Borrower agrees to execute and deliver to LaSalle, concurrently with the execution and delivery of this Amendment, a promissory note in the form of Exhibit A to this Amendment. Such promissory note shall Lender agree that (i) be the receipt by the Incremental Term Lender of (a) the Incremental Term Loan in a principal amount of $90,000,000 plus (b) cash interest in the amount of $727,000€618,750.01 assuming that the Closing Date will occur on December 18, 2015 plus (c) cash interest in Euro of €12,890.63 per day for each day from December 19 until (and not including) the Closing Date is in exchange for all right, title and interest of the Incremental Term Lender in the Fugro Vendor Loan Agreement, (ii) evidence upon the aggregate amount deemed incurrence of the original principal indebtedness owing by Incremental Term Loan on the Borrower Closing Date, the Incremental Term Lender transfers all right, title and interest in the Fugro Vendor Loan Agreement to LaSalleCGG US and (iii) the Incremental Term Lender shall not be required to fund its Incremental Term Loan Commitment and the Incremental Term Loan shall be deemed to be made on a cashless basis; D. upon the deemed funding of the Incremental Term Loan on the Closing Date, $90,000,000 shall be added to the Register for purposes of determining (together with any Original Term Loans of the Incremental Term Lender) the Incremental Term Lender’s Term Loans; and E. CGG US shall repay the Incremental Term Loan in the manner consistent with Section 2.11 of the Credit Agreement.

New Term Loan. (a) On Pursuant to Section 2.12 of the First Amendment Closing Credit Agreement, on the Increased Amount Date, LaSalle the Initial Incremental Lender hereby agrees to make to the Company a term loan to the Borrower in respect of its Initial Incremental Term Loan Commitment, in the original aggregate principal amount of Seven Hundred Twenty-Seven Thousand Dollars $135,000,000 ($727,000)the “Initial Incremental Term Loan”) upon, and subject to, the following terms and conditions: A. the Initial Incremental Lender hereby becomes a Lender under the Credit Agreement with respect to its Initial Incremental Term Loan Commitment and, following the making thereof, the Initial Incremental Term Loan. Principal payable on account of such term loan Upon the making thereof, the Initial Incremental Term Loan shall be payable deemed, and is hereby made, a pro rata tranche of the existing Term Loans under the Credit Agreement (the “Original Term Loans”), and all references to such Original Term Loans and, except as otherwise provided herein, each provision of the Credit Agreement applicable to such Original Term Loans shall apply to and be deemed to include the Initial Incremental Term Loan. Without limitation of the foregoing, the maturity date of the Initial Incremental Term Loan shall be the Term Loan Maturity Date; B. upon the funding of the Initial Incremental Term Loan, $135,000,000 shall be added to the Register for purposes of determining (together with any Original Term Loans of the Initial Incremental Lender) the Initial Incremental Lender’s Term Loans; C. Company shall repay the Initial Incremental Term Loan in successive monthly installments the manner consistent with Section 2.4 of the Credit Agreement and in the amounts set forth on Exhibit 1 hereto; D. the rate of interest applicable to the Initial Incremental Term Loan shall be the same as is applicable to the Original Term Loans; provided, however, that in the event that any additional Incremental Term Loan is entered into on or prior to the first anniversary of the funding of the Initial Incremental Term Loan and the interest margins, upfront fees, original issue discount or any other component of the Yield on such additional Incremental Term Loan (the “Additional Incremental Component”) exceeds the corresponding component of Yield on the Initial Incremental Term Loan (the “Initial Incremental Component”) (determined as provided in Section 2.12(d) of the Credit Agreement), then such Initial Incremental Component shall be adjusted such that the Initial Incremental Term Loan benefits equally with such additional Incremental Term Loan, including in the case of (i) payable the interest margins, the interest margins for the Initial Incremental Term Loan shall automatically be increased to a level such that the interest margins on the first day of each monthInitial Incremental Term Loan shall be equal to the interest margins on such additional Incremental Term Loan and (ii) any fee or original issue discount, an additional fee for the first of which installments Initial Incremental Term Loan shall be due and payable to each holder of the Initial Incremental Term Loan simultaneously with such Additional Incremental Component in an amount equal to the amount by which the Additional Incremental Component exceeds the Initial Incremental Component; provided further, that in the event that no additional Incremental Term Loan is entered into on or prior to the 90th day following the funding of the Initial Incremental Term Loan, the interest margins on the first day of May, 1997 and (ii) based on an amortization schedule consisting of sixty (60) equal and level payments. Proceeds of such term loan Initial Incremental Term Loan shall be disbursed first automatically increased by application thereof against the unpaid principal balance 0.50%; and E. in accordance with Section 2.5(a) of the Credit Agreement, the proceeds of the Initial Incremental Term Loan outstanding as shall be used to fund Permitted Acquisitions and/or the opening, development or expansion of the First Amendment Closing Date sand processing and the aggregate amount of accrued mining facilities and unpaid interest on the Term Loan through to pay fees and including the day immediately preceding the First Amendment Closing Date and second by wire transfer of the remaining proceeds as the Borrower shall direct LaSalle expenses incurred in writingconnection therewith. (b) The Borrower warrants and represents that (i) as of April 7, 1997, the outstanding principal balance of the Term Loan made by LaSalle to it on the Closing Date equals $410,666.56 and (ii) the aggregate amount of accrued and unpaid interest on the Term Loan through and including April 6, 1997 equals $684.42. (c) The Borrower agrees to execute and deliver to LaSalle, concurrently with the execution and delivery of this Amendment, a promissory note in the form of Exhibit A to this Amendment. Such promissory note shall (i) be in the amount of $727,000, and (ii) evidence the aggregate amount of the original principal indebtedness owing by the Borrower to LaSalle