1
EXHIBIT A
3-D GEOPHYSICAL, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
January 23, 1996
Paragon Geophysical, Inc.
0000 Xxxxxxxx Xxxx 000
X.X. Xxx 00
Xxxxxxxxxxx, Xxxx 00000
Attn: Xxxx Xxxxxxxx
Chairman
Dear Xx. Xxxxxxxx:
This letter confirms our agreement that the Agreement and Plan of
Merger (the "Agreement"), dated as of November 29, 1995, between 3-D
Geophysical, Inc. ("3-D") and you is hereby amended as follows:
(1) The date "January 31, 1996" in Clause (b) of Article X of the
Agreement is hereby changed to "February 19, 1996."
(2) Section 2.3(a) of the Agreement is hereby amended to read in its
entirety as follows:
"(a) Subject to an appropriate amendment to Buyer's Certificate of
Amendment increasing the number of authorized common stock of Buyer
and to the provisions of Sections 2.3(b), 2.4 and 2.5, and subject
further to appropriate adjustment for any stock splits, dividends or
combinations after the date hereof and on or prior to the Effective
Time of the Merger, each share of Paragon Common Stock issued and
outstanding immediately prior to the Effective Time of the Merger
shall be converted into the right to receive 4.030667 shares of
Buyer's Common Stock."
(3) Section 2.5 of the Agreement is hereby amended to read in its
entirety as follows:
"2.5 Fractional Shares. Certificates for fractional shares of
Buyer's Common Stock shall be issued in connection with the Merger in
rounded amounts determined by the officers of the Buyer and Company."
(4) All references to "3-D Paragon Acquisition Sub, Inc." in the
Agreement are changed to read "3-D Paragon Acquisition, Inc."
Except as hereby amended, all other terms and provisions of the Agreement
remain in full force and effect.
2
Please evidence your agreement to the foregoing by signing the
enclosed copy of this letter in the space provided for your signature below and
returning it to the undersigned.
Very truly yours,
3-D GEOPHYSICAL, INC.
By: /s/ XXXX X. XXXXX, XX.
------------------------------
Xxxx X. Xxxxx, Xx.,
Vice President and CFO
3-D PARAGON ACQUISITION, INC.
By: /s/ XXXX X. XXXXX, XX.
------------------------------
Xxxx X. Xxxxx, Xx.
Agreed:
PARAGON GEOPHYSICAL, INC.
By: /s/ XXXX XXXXXXXX
-------------------------------
Xxxx Xxxxxxxx, Chairman
