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EXHIBIT 10.2
FIFTH AMENDMENT TO EXCLUSIVE LEASE REFERRAL AGREEMENT
This Fifth Amendment ("Amendment") is made effective January 9, 1997
by and between Mitcham Industries, Inc., a Texas corporation ("Mitcham") and
Input/Output, Inc., a Delaware corporation ("I/O"), modifying by written
agreement certain of the provisions of that certain Exclusive Lease Referral
Agreement between Mitcham and I/O dated February 22, 1994 (the "Agreement").
WITNESSETH:
For good and valuable consideration, the receipt and sufficiency of
which are acknowledged, Mitcham and I/O agree as follows:
1. The Agreement is amended by deleting the paragraph (c), (d) and
(e) in Section 21(c) of the Agreement and by adding the following paragraphs in
Section 21(c) of the Agreement:
(c) The insolvency of Mitcham; or if Mitcham is adjudicated
bankrupt or insolvent; of the filing of a voluntary or reorganization
petition by Mitcham; or the failure of Mitcham to vacate an
involuntary bankruptcy or a reorganization petition filed against
Mitcham within 15 days of the date of such filing; or if Xxxxx X.
Xxxxxxx, Xx. no longer (i) owns at least 250,000 shares of common
stock, par value $0.01 per share, of Mitcham, or (ii) is the President
of Mitcham;
(d) Any transfer of this Agreement by merger, consolidation
or liquidation;
(e) Default by Mitcham in the payment of any obligations to
I/O, having been advised that payment is due; or
(f) Assignment; or attempt to assign, by Mitcham of the rights
under this Agreement.
2. This Amendment makes no other changes to the Agreement.
3. The Agreement is ratified and confirmed as in full and effect in
accordance with the terms and provisions, as amened by this Agreement.
Executive effective as provided above.
Mitcham Industries, Inc. Input/Output, Inc.
By: /s/ XXXXX X. XXXXXXX, XX. By: /s/ Xxxx X. Xxxxx
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Xxxxx X. Xxxxxxx, Xx., Xxxx X. Xxxxx,
President President
