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Exhibit 10.12
[SOLID STATE LETTERHEAD]
September 4, 1997
Xxxxxxx Associates, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Westgate International, L.P.
c/o Midland Bank Trust Corporation (Cayman) Limited
Xxxx Street
Grand Cayman, Cayman Islands
BWI
Re: New Loan
Dear Sirs:
We refer to the Loan Agreement ("Loan Agreement") dated as of
October 16, 1996, by and among Xxxxxxx Associates, L.P., a Delaware limited
partnership ("Xxxxxxx"), Westgate International, L.P., a Cayman Islands limited
partnership ("Westgate"), Solid State Geophysical Inc., an Alberta corporation
("Parent") and Solid State Geophysical Corp., a Colorado corporation
("Subsidiary") and to the documents related thereto.
At the request of Xxxxxxxxxx, Xxxxxxx has agreed to
simultaneously herewith advance to Subsidiary an additional U.S. $2,000,000 (the
"New Loan") as evidenced by the Promissory Note annexed hereto. U.S. $1,000,000
of the New Loan is being advanced simultaneously herewith, while the other U.S.
$1,000,000 will be advanced at Xxxxxxx'x discretion, and Xxxxxxx may refuse to
make all or part of such advance for any reason or for no reason. The New Loan
is an expansion of the Senior Secured Debt Facility referred to in the Loan
Agreement and constitutes "Indebtedness" thereunder, under the July 2, 1997
letter agreement among the parties hereto (the "July Agreement"), and under the
Guaranty.
The parties have also agreed to extend to November 30, 1997
the maturity date under the two U.S. $2,000,000 Promissory Notes dated February
10, 1997 and February 19, 1997, the U.S. $3,000,000 Promissory Note dated July
2, 1997 and the U.S. $1,000,000 Promissory Note dated July 22, 1997, each from
Subsidiary to Xxxxxxx, such extension to be effective as of August 15, 1997.
Each of the Subsidiary and Parent repeats each of the
representations and warranties contained in the Loan Agreement, Security
Agreement, Parent Guaranty and General Security
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Agreement as if made on the date hereof including, when applicable, as to the
New Loan and this Agreement, except as disclosed in the Disclosure Schedule
annexed to the July Agreement.
Subsidiary and Xxxxxx agree to deliver the following documents
within 15 days:
(i) Legal opinions of Colorado, Texas and Canadian
counsel addressed to Xxxxxxx relating to the New Loan
in a form similar to those delivered at the first
closing under the Loan Agreement.
(ii) Consent of the Hongkong Bank of Canada to the
application of all funds raised from the issuance of
securities by the Parent (or any affiliates) to
reduction of the Indebtedness (including without
limitation the New Loan), as described in the July
Agreement; and
(iii) Consent of Input/Output, Inc. to the application of
certain funds raised from the issuance of securities
by the Parent (or any affiliates) to reduction of the
Indebtedness (including without limitation the New
Loan) after payment to Input/Output, Inc. of certain
funds, as described in the July Agreement.
We agree to reimburse Westgate and Xxxxxxx for all reasonable
costs and expenses in connection with the preparation and negotiation of the
documents for the New Loan.
This letter agreement shall be governed by the internal laws
of the State of New York, U.S.A.
Kindly acknowledge your agreement with the foregoing by
signing below.
Respectfully yours,
Accepted and Agreed To:
SOLID STATE GEOPHYSICAL CORP. WESTGATE INTERNATIONAL, L.P.
/s/ Xxxxxxxx X. Xxxxxx By: MARTLEY INTERNATIONAL, INC.
Xxxxxxxx X. Xxxxxx, President & Director as Attorney-In-Fact
/s/ Xxxxx X. Xxxxx /s/ Xxxx X. Xxxxxx
Xxxxx X. Xxxxx, Secretary-Treasurer --------------------------------
Xxxx X. Xxxxxx, President
SOLID STATE GEOPHYSICAL INC. XXXXXXX ASSOCIATES, L.P.
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, President & CEO --------------------------------
Xxxx X. Xxxxxx, General Partner
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Secretary
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