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EXHIBIT 10.19
AMENDMENT TO DEPOSITORY AGREEMENT
FOR PURCHASE OPTION
THIS FIRST AMENDMENT TO DEPOSITORY AGREEMENT FOR PURCHASE OPTION (this
"Amendment") is entered into as of January 25, 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 "Depository
Agreement"); and
WHEREAS, Grant and Xxxxxxx xxxx it in their best interests to amend the
Depository Agreement to extend the expiration date of the Option and
concurrently to increase the amount of the exercise price of the Option and the
Deposit.
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 March 31, 2001 all of
Grant's right, title and interest, consisting of, among other
things, a 33.333333% undivided working interest, in and to the
mineral leases constituting the LaFite Project area in Brazoria
County Texas, together with all of Grant's right, title and interest
in and to any geophysical and geological data related thereto (the
"Interest")."
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, 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:
"(c) Refundable Deposit.
(i) Concurrent with the execution hereof, Xxxxxxx shall place on
deposit with Grant a $1,850,000 refundable deposit (the
"Deposit").
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(ii) Xxxxxxx may exercise the Option without payment of further
consideration by giving Grant written notice of exercise
that includes the date on or before March 31, 2001 upon
which the purchase of the Interest 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 Interest and (B) upon such delivery the
Deposit shall become Grant's property.
(iii) Between the date hereof and March 31, 2001, if Grant elects
to sell the Interest to a third party before Xxxxxxx
exercises the Option, the Option shall be cancelled. In such
event, Grant shall give Xxxxxxx written notice of such
election and refund the Deposit, together with a termination
fee of $616.66 for each day beginning on the date hereof and
ending on the day the refund and termination fee are paid.
(iv) If (A) Xxxxxxx gives Grant written notice that it elects not
to exercise the Option, or (B) the Option is not exercised
on or before March 31, 2001, Grant shall refund the Deposit
to Xxxxxxx no later than two business days after the earlier
of receipt of such written notice from Xxxxxxx or March 31,
2001."
4. Wherever and in each place the term "Agreement" is used throughout the
Depository Agreement, such term shall be read to mean the Depository Agreement,
as amended by this Amendment.
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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Name:
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Title:
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WITNESSES: XXXXXXX ASSOCIATES, L.P.
By:
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Name:
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Title:
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