EXHIBIT 10.2
AMENDMENT NUMBER SIX TO AGREEMENT FOR PURCHASE AND
ASSIGNMENT OF FOREIGN ACCOUNTS RECEIVABLE
THIS AMENDMENT NUMBER SIX TO AGREEMENT FOR PURCHASE AND
ASSIGNMENT OF FOREIGN ACCOUNTS RECEIVABLE (this "Amendment"), dated effective as
of July 8, 2002, is entered into by and among Grant Geophysical (Int'l) Inc., a
Texas corporation ("Grant"), the entities listed on the signature pages hereof
(such entities, the "Designated Affiliates"), and ▇▇▇▇▇▇▇ Associates, L.P., a
Delaware limited partnership ("▇▇▇▇▇▇▇").
WHEREAS, Grant and ▇▇▇▇▇▇▇ are parties to that certain
Agreement for Purchase and Assignment of Foreign Accounts Receivable, dated
August 3, 2001 (as heretofore amended, supplemented or otherwise modified, the
"Agreement");
WHEREAS, Grant has requested that certain provisions of the
Agreement be amended so as to provide for
(a) an amendment to Article 1 of the Agreement; and
(b) an amendment to paragraph 2 of Article 2 of the Agreement;
WHEREAS, subject to the terms and conditions set forth in this
Amendment, Grant, each Designated Affiliate and ▇▇▇▇▇▇▇ have agreed to amend the
Agreement as set forth more fully below.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of Article 1. Offer of Accounts. Article 1 of the
Agreement is hereby amended and restated in its entirety to read as follows:
"1. Offer of Accounts. At its election from time to
time during this Agreement, subject to the next sentence,
Grant agrees to offer for sale to ▇▇▇▇▇▇▇ all of its billed
and unbilled/work in progress non-U.S. dollar denominated
foreign accounts receivable (collectively, the "accounts")
arising out of seismic data acquisition and processing
services rendered by the branch operations of Grant in any
country in South America, including but not limited to
Ecuador, Colombia and Brazil, and to sell to ▇▇▇▇▇▇▇ on the
terms set forth in this Agreement such offered accounts as
▇▇▇▇▇▇▇ may accept for purchase in any country in South
America, including but not limited to Ecuador, Colombia and
Brazil or in any other country mutually agreed to by the
parties. The parties agree that the maximum aggregate face
amount of accounts that ▇▇▇▇▇▇▇ will purchase hereunder at any
time will not exceed Eleven Million Seven Hundred Thousand USD
($11,700,000) divided by the discount rate specified in
Article 4 or Eleven Million Seven Hundred Ninety-Eight
Thousand Three Hundred Fifteen USD ($11,798,315). The parties
agree that during the term of this Agreement the loan balance
may exceed the billed and unbilled/work in progress non-U.S.
dollar denominated foreign accounts receivable collateral
balance."
2. Amendment of Article 2. Purchase and Sale of Accounts. The
second paragraph of Article 2 of the Agreement is hereby amended and restated in
its entirety to read as follows:
"In connection with each offer of accounts to ▇▇▇▇▇▇▇
and, in any event, no later than three business days after the
end of each week, commencing the week ending July 12, 2002,
Grant shall deliver to ▇▇▇▇▇▇▇ (i) a written assignment of the
subject billed and unbilled accounts including, without
limitation, all other accounts acquired by ▇▇▇▇▇▇▇ as of the
date of such assignment in substantially the form of EXHIBIT A
attached hereto duly executed by an authorized representative
of Grant and (ii) if so requested by ▇▇▇▇▇▇▇, copies of all
invoices or underlying contracts relating to such accounts and
evidence of performance of the related services, in
consideration for an advance calculated on the basis of
Article 4 herein. It is agreed that any realized gains or
losses resulting from currency fluctuations between each
account purchase and settlement date shall be for Grant's
account. In connection with the sale of accounts contemplated
hereby, Grant further agrees to promptly make notations on its
books and records pertaining to such accounts (including,
without limitation, any computer records) that such accounts
have been sold to ▇▇▇▇▇▇▇."
3. Continuation of Liens. Each of Grant and the Designated
Affiliates hereby renew and affirm the security interests and liens created and
granted in the Agreement, as amended hereby, and agree that this Amendment shall
in no manner affect or impair such security interests and liens securing any and
all liabilities and obligations that may become due and owing by Grant and the
Designated Affiliates by reason of the Agreement, and that such security
interests and liens continue to be valid and subsisting.
4. Survival of Representations and Warranties. All
representations and warranties made herein and in the Agreement, and all
representations, warranties and covenants relating to the Collateral under that
certain Loan and Security Agreement, dated as of May 11, 1999 and as amended,
supplemented or otherwise modified through and including the date hereof, by and
among Grant Geophysical, Inc., as borrower, the lenders named therein and
Foothill Capital Corporation, as agent, shall survive the execution and delivery
of this Amendment, and no investigation of ▇▇▇▇▇▇▇ or any closing shall affect
the representations and warranties or the right of ▇▇▇▇▇▇▇ to rely upon them.
5. Reference to Agreement. The Agreement, as amended hereby,
and all other Exhibits thereto, whether now or hereafter executed and delivered,
are hereby amended so that any reference to the Agreement shall mean a reference
to the Agreement, as amended by this Amendment.
6. Continuing Effect; No Other Amendments or Waivers. Except
as expressly amended pursuant to this Amendment, the Agreement is and shall
continue to be in full force and effect in accordance with its terms, and this
Amendment shall not constitute ▇▇▇▇▇▇▇'▇ consent or indicate its willingness to
consent to any other amendment, modification or waiver of the Agreement.
7. Costs and Expenses. Grant and the Designated Affiliates
shall pay on demand all costs and expenses incurred by ▇▇▇▇▇▇▇ in connection
with the preparation, negotiation
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and execution of this Amendment, including, without limitation, the costs and
fees of ▇▇▇▇▇▇▇'▇ legal counsel, and all costs and expenses incurred by ▇▇▇▇▇▇▇
in connection with the enforcement or preservation of any rights under the
Agreement, as amended hereby.
8. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
9. Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Elliott, Grant, the Designated Affiliates and
their respective successors and assigns, except Grant and the Designated
Affiliates may not assign or transfer any of their rights or obligations
hereunder without the prior written consent of ▇▇▇▇▇▇▇.
10. Counterparts. This 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.
11. Facsimile Transmission of Signature. Any party to this
Amendment may indicate its intention to be bound by its execution and delivery
of this Amendment by its signature to the signature page hereof and the delivery
of the signature page hereof, to the other party or its representatives by
facsimile transmission or telecopy. The delivery of a party's signature on the
signature page by facsimile transmission or telecopy shall have the same force
and effect as if such party signed and delivered this Amendment in person.
12. Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New York.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
Address for Notices: GRANT GEOPHYSICAL (INT'L) INC.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
Address for Notices: GRANT GEOPHYSICAL, INC.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name:
Title:
Address for Notices: GRANT GEOPHYSICAL CORP.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
Address for Notices: ADVANCED SEISMIC TECHNOLOGY, INC.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name:
Title:
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Address for Notices: GRANT GEOPHYSICAL DO BRASIL LTDA.
▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ------------------------------
Name:
Title:
Address for Notices: P.T. GRANT GEOPHYSICAL INDONESIA
Menara Duta ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇ "▇", ▇▇. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
H.R. Rasuna Said Kav. B-9 ------------------------------
Kuningan Name:
Jakarta Title:
Indonesia
Fax:
Address for Notices: SOLID STATE GEOPHYSICAL, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ------------------------------
Name:
Title:
Address for Notices: ▇▇▇▇▇▇▇ ASSOCIATES, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ------------------------------
Name:
Title:
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EXHIBIT A
FORM OF FOREIGN ACCOUNTS RECEIVABLE ASSIGNMENT*
For value received, in accordance with that certain Agreement
for Purchase and Assignment of Foreign Accounts Receivable, dated August 3, 2001
(as heretofore amended, supplemented or otherwise modified, the "Agreement")
between Grant Geophysical (Int'l) Inc., a Texas corporation (the "Seller"), and
▇▇▇▇▇▇▇ Associates, L.P., a Delaware limited partnership (the "Purchaser"), the
Seller hereby confirms that it has sold, assigned, transferred and conveyed and
hereby does sell, assign, transfer and otherwise convey unto the Purchaser, with
recourse, all right, title and interest of the Seller in and to all billed and
unbilled/work in progress non-U.S. dollar denominated foreign accounts
receivable originated by the Seller existing on the date hereof [INCLUDING,
WITHOUT LIMITATION, ALL BILLED AND UNBILLED/WORK IN PROGRESS NON-U.S. DOLLAR
DENOMINATED FOREIGN ACCOUNTS RECEIVABLE] listed on the attached Schedule 1 of
this Assignment (collectively, the "Foreign Accounts Receivable").
The foregoing sale does not constitute and is not intended to
result in any assumption by the Purchaser of any obligation of the Seller in
connection with the Foreign Accounts Receivable.
This Assignment is made pursuant to and in reliance upon the
representations, warranties and agreements on the part of the Seller contained
in the Agreement and is to be governed by the Agreement.
IN WITNESS WHEREOF, the Seller has caused this Assignment to
be duly executed as of the date set forth below.
GRANT GEOPHYSICAL (INT'L) INC.,
as Seller
By:
------------------------------
Name:
Title:
Accepted:
▇▇▇▇▇▇▇ ASSOCIATES, L.P.
By:
----------------------------------------
Name:
Title:
Date:
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* In the event the aggregate billed and unbilled/work in progress non-US. dollar
denominated foreign accounts receivables originated by the Seller existing on
the date of the certificate exceeds $11,798,315, then the language in brackets
shall be omitted.
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SCHEDULE 1
To Foreign Accounts Receivable Assignment
Schedule of Foreign Accounts Receivable
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