EXHIBIT 10.2
ACKNOWLEDGMENT AND RELEASE
Reference is made to that certain Loan and Security Agreement (as amended,
the "Loan Agreement"), dated as of May 11, 1999, as amended, among Grant
Geophysical, Inc. ("Borrower"), Xxxxxxx Associates, L.P. ("EALP"), as a Lender,
and Foothill Capital Corporation ("Foothill"), as Agent (the "Agent") and a
Lender (and, together with EALP, the "Lenders"). Capitalized terms not defined
herein are used as defined in the Loan Agreement.
1. ACKNOWLEDGMENT. In accordance with Section 9.5 of the Loan Agreement,
EALP has exercised its right to purchase the Foothill Obligations from
Foothill. In conjunction therewith, each of EALP, Borrower and the Designated
Subsidiaries hereby (i) acknowledges the purchase of the Foothill Obligations
by EALP, (ii) acknowledges and agrees that Foothill's duties and obligations
under the Loan Agreement and the other Loan Documents as Lender and as Agent
have been purchased by, and transferred and assigned to, EALP, (iii)
acknowledges and agrees that Foothill has no further duties or obligations under
the Loan Agreement and the other Loan Documents as Lender or as Agent, and
(iv) for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, releases Foothill and its Affiliates and their
respective officers, directors, employees, and agents from any and all
liability, whether past, present, and future, whether as Agent or as a Lender,
arising under or in connection with the Loan Agreement and the other Loan
Documents as further described in the release set forth below;
2. RELEASE. FOR TEN DOLLARS ($10.00) AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,
EACH OF EALP, BORROWER AND DESIGNATED SUBSIDIARIES (COLLECTIVELY, THE
"RELEASORS") HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES
FOOTHILL, AS AGENT AND AS LENDER, AND FOOTHILL'S AFFILIATES AND THEIR RESPECTIVE
PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "RELEASEES"), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE THIS ACKNOWLEDGMENT AND RELEASE IS EXECUTED, WHICH
ANY OF THE RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASEES, AND
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, WHICH ARISE UNDER OR IN CONNECTION WITH
THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING
INTEREST IN EXCESS OF THE MAXIMUM RATE, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THE LOAN AGREEMENT OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT ENTERED INTO
IN CONNECTION THEREWITH.
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3. SEVERABILITY. Any provision of this Acknowledgment and Release held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Acknowledgment and Release and the
effect thereof shall be confined to the provision so held to be invalid or
unenforceable.
4. SUCCESSORS AND ASSIGNS. This Acknowledgment and Release is binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.
5. COUNTERPARTS. This Acknowledgment and Release 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.
6. FACSIMILE TRANSMISSION OF SIGNATURES. Any party to this
Acknowledgment and Release may indicate its intention to be bound by its
execution and delivery of this Acknowledgment and Release by its signature to
the signature page hereof and the delivery of the signature page hereof, to
Foothill 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 Acknowledgment and Release in person.
IN WITNESS WHEREOF, this Acknowledgment and Release has been executed and
delivered as of January 3, 2003.
XXXXXXX ASSOCIATES, L.P., a Delaware limited
partnership,
By: Xxxxxxx Capital Advisors, L.P., as general
partner
By: Xxxxxxx Associates, Inc. as general
partner
By: /s/ Xxxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxxx Xxxxxxxxx
-------------------------------
Title: Vice President
------------------------------
GRANT GEOPHYSICAL, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
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ADVANCED SEISMIC TECHNOLOGY, INC., a Texas
corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
GRANT GEOPHYSICAL DO BRASIL LTDA., a
corporation organized under the laws of the
Republic of Brazil, South America
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
GRANT GEOPHYSICAL CORP.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
GRANT GEOPHYSICAL (INT'L) INC.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
PT. GRANT GEOPHYSICAL INDONESIA,
a corporation organized under the laws of the
Republic of Indonesia
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
3
SOLID STATE GEOPHYSICAL INC.,
a corporation organized under the laws of the
Province of Alberta, Canada
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------------
Title: President and CEO
------------------------------
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