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EXHIBIT 10.20
SECOND AMENDMENT TO DEPOSITORY AGREEMENT
FOR PURCHASE OPTION
THIS SECOND AMENDMENT TO DEPOSITORY AGREEMENT FOR PURCHASE OPTION (this
"Second Amendment") is entered into as of February __, 2001 by and between Grant
Geophysical Corp., a Texas corporation ("Grant"), and Xxxxxxx Associates, L.P.,
a Delaware limited partnership ("Xxxxxxx").
WITNESSETH:
WHEREAS, Grant and Xxxxxxx are the parties to that certain Depository
Agreement for Purchase Option dated as of December 1, 2000 (the "Original
Agreement"), as amended by that certain Amendment to Depository Agreement for
Purchase Agreement dated January 25, 2001 (the "First Amendment", the Original
Agreement as amended by the First Amendment is the "Depository Agreement"); and
WHEREAS, Grant and Xxxxxxx xxxx it in their best interests to amend the
Depository Agreement to redefine and extend the expiration date of the Option
and concurrently to provide for a reduction in the amount of the exercise price
of the Option and the Deposit in the event there is a sale to a third party of a
portion of the property that is the subject of the Option.
NOW, THEREFORE, the parties agree as follows:
1. Section 1(a) of the Depository Agreement is amended to read in its
entirety as follows:
"(a) Purchase Option. Grant hereby grants to Xxxxxxx the exclusive
option (the "Option") to purchase on or before December 31, 2001
all of Grant's right, title and interest in and to the Xx Xxxx Data
Survey (the "Survey")."
2. Section 1(b) of the Depository Agreement is amended to read in its
entirety as follows:
"(b) Purchase Price. The exercise price of the Option shall be the sum
of $1,850,000, reduced in the same manner as the refund of the
Amended Deposit described in Section 1(c)(iii)(B), payable in the
manner set forth in Section 1(c)."
3. Section 1(c) of the Depository Agreement is amended in its entirety to
read as follows:
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"(c) Refundable Deposit.
(i) On December 1, 2000, Xxxxxxx placed on deposit with Grant a
$1,000,000 refundable deposit (the "Original Deposit").
(ii) On January 25, 2001, Xxxxxxx increased the amount of the
Original Deposit to $1,850,000 (the "Amended Deposit").
(iii) Between January 25, 2001 and December 31, 2001, but before
Xxxxxxx exercises the Option or gives Grant notice that it
elects not to exercise the Option:
(A) if Grant elects to sell the entire Survey to a third
party, Grant shall give Xxxxxxx written notice of such
election and refund the Amended Deposit in full,
together with a termination fee of $18,333, plus
$616.66 for each day beginning on January 25, 2001 and
ending on the day the refund and termination fee are
paid, and in such event the Option shall be cancelled;
or
(B) if Grant elects to sell licenses to the Survey to
third parties and retain ownership of the Survey (the
"License Sales"), for so long as the Option remains in
effect Grant shall give Xxxxxxx written notice of each
License Sale and deliver to Xxxxxxx, in cash, 100% of
the proceeds of each License Sale (the "Cash
Payment"). Each Cash Payment shall be applied (x)
first to satisfy a termination fee that consists of
the sum of $18,333 plus 12% per annum on the then
current amount of the Amended Deposit from January 25,
2001, through the date of the current Cash Payment,
minus any prior termination fee payments, and (y) then
to a partial refund of the Amended Deposit until the
Amended Deposit has been refunded in full, at which
time the Option shall be cancelled.
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(iv) Xxxxxxx may exercise the Option without payment of further
consideration by giving Grant written notice of exercise that
includes the date on or before December 31, 2001 upon which
the purchase of the Survey shall close. On the closing date
(A) Grant shall deliver to Xxxxxxx an assignment, xxxx of
sale and conveyance in a form acceptable to Xxxxxxx and such
other documents as may be necessary to convey title to the
Survey, and (B) upon such delivery the then current amount of
the Amended Deposit shall become Grant's property.
(v) If (A) Xxxxxxx gives Xxxxx written notice that it elects not
to exercise the Option, or (B) the Option remains in force
and is not exercised on December 31, 2001, Grant shall refund
the then current amount of the Amended Deposit to Xxxxxxx no
later than two business days after the earlier of receipt of
such written notice from Xxxxxxx or December 31, 2001."
4. Section 1(d) of the Depository Agreement is amended in its entirety to
read as follows:
"(d) Title Warranty. Grant represents and warrants to Xxxxxxx that the
Survey, when conveyed upon exercise of the Option by Xxxxxxx, shall
be free and clear of any mortgages, deeds of trust, voluntary or
contractual or statutory liens, pledges, security interests,
charges, conditional sales or other title retention documents.
Grant hereby covenants to bind itself, its successors and assigns
to warrant and forever defend the title to the Survey granted,
conveyed, assigned, and transferred unto Xxxxxxx, its successors
and assigns, against the lawful claims and demands of every Person
whomsoever claiming or to claim the same or any part thereof, by,
through or under Grant."
5. Except as specifically amended by this Amendment, all of the terms and
provisions of the Depository Agreement shall remain in full force and effect.
6. All capitalized terms used herein but not defined herein shall have the
meanings given to them in the Depository Agreement.
7. This Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
WITNESSES: GRANT GEOPHYSICAL CORP.
By:
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Xxxxxx Xxxxxx
President
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WITNESSES: XXXXXXX ASSOCIATES, L.P.
By:
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Xxxx X. Xxxxxx
General Partner
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