EXHIBIT 10.1
AMENDMENT NUMBER SEVEN TO AGREEMENT FOR PURCHASE AND
ASSIGNMENT OF FOREIGN ACCOUNTS RECEIVABLE
THIS AMENDMENT NUMBER SEVEN TO AGREEMENT FOR PURCHASE AND ASSIGNMENT OF
FOREIGN ACCOUNTS RECEIVABLE (this "Amendment"), dated effective as of September
30, 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 Xxxxxxx Associates, L.P., a Delaware
limited partnership ("Xxxxxxx").
WHEREAS, Grant and Xxxxxxx 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 an extension of the term of the Agreement to
October 31, 2003; and
WHEREAS, subject to the terms and conditions set forth in this
Amendment, Grant, each Designated Affiliate and Xxxxxxx 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 the Recitals to the Agreement. The second Whereas
clause of the Agreement is hereby amended and restated in its entirety to read
as follows:
"WHEREAS, Xxxxxxx agrees to purchase from Grant up to a maximum amount
of Eleven Million Seven Hundred Thousand USD ($11,700,000), at any point in
time, commencing August 3, 2001 and extending through October 31, 2003;".
2. Amendment of Section 6 of the Agreement. Section 6 of the Agreement
is hereby amended by the substitution of "October 31, 2003" for "September 30,
2002."
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 Xxxxxxx or any closing shall affect
the representations and warranties or the right of Xxxxxxx 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 Xxxxxxx'x 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 Xxxxxxx in connection with the
preparation, negotiation and execution of this Amendment, including, without
limitation, the costs and fees of Xxxxxxx'x legal counsel, and all costs and
expenses incurred by Xxxxxxx 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 Xxxxxxx.
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.
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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.
00000 Xxxx Xxx
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000 By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
Address for Notices: GRANT GEOPHYSICAL, INC.
00000 Xxxx Xxx
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000 By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
Address for Notices: GRANT GEOPHYSICAL CORP.
00000 Xxxx Xxx
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000 By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
Address for Notices: ADVANCED SEISMIC TECHNOLOGY, INC.
00000 Xxxx Xxx
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000 By: /s/ XXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
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Address for Notices: GRANT GEOPHYSICAL DO BRASIL LTDA.
Xxx Xxxxxxx, 00
00xx Xxxxx
Xxx xx Xxxxxxx, X.X., Xxxxxx By: /s/ XXXXXXX X. XXXXX
Fax: ------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
Address for Notices: P.T. GRANT GEOPHYSICAL INDONESIA
Menara Duta Xxxxxx Xxxxxxxx
0xx Xxxxx
Xxxx "X", X0. By: /s/ XXXXXXX X. XXXXX
H.R. Rasuna Said Kav. B-9 ------------------------------
Kuningan Name: Xxxxxxx X. Xxxxx
Jakarta Title: President & CEO
Indonesia
Fax:
Address for Notices: SOLID STATE GEOPHYSICAL, INC.
0000 Xxxxx Xxxx, X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0 By: /s/ XXXXXXX X. XXXXX
Fax: ------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
Address for Notices: XXXXXXX ASSOCIATES, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxx and Xxxxxx Xxxx By: Xxxxxxx Capital Advisors,
Fax: (000) 000-0000 L.P., as general partner
------------------------------
By: Xxxxxxx Associates, Inc.,
as general partner
------------------------------
By: /s/ XXXXXX XXXXXXXXX
------------------------------
Xxxxxx Xxxxxxxxx,
Vice-President
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