EXHIBIT 10.2
FIFTH SUPPLEMENT TO NINTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
W I T N E S S E T H
WHEREAS, the Ninth Amendment (the "Amendment") to that certain Loan and
Security Agreement (as amended, the "Loan Agreement"), dated as of May 11, 1999,
as amended by Amendments Nos. 1-8, 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") was entered into by Borrower, EALP and Foothill on January 3, 2003;
each capitalized term used but not defined herein having the meaning given to it
in the Loan Agreement and the Ninth Amendment.
WHEREAS, pursuant to the Supplement to Ninth Amendment to Loan and
Security Agreement, executed and delivered as of January 22, 2003, the Waiver
Period, as defined in the Ninth Amendment, was first extended through and
including February 5, 2003, again extended through and including February 21,
2003, and later extended through and including March 14, 2003.
WHEREAS, Borrower and its subsidiaries and EALP desire that the Waiver
Period, as defined in the Ninth Amendment, be further extended to and including
April 14, 2003.
NOW THEREFORE, the parties hereto, in consideration of the mutual promises
set forth herein (which are acknowledged to be good, valuable and sufficient
consideration), and each intending to be legally bound hereby, agree as follows:
1. The Obligors agree, acknowledge and admit that the failure to
remit proceeds of Accounts to EALP as Agent and sole Lender constitutes an Event
of Default (the "Admitted Default") entitling EALP to accelerate all Obligations
immediately and to commence the exercise of remedies under the Loan Documents.
EALP as the successor Agent and sole Lender upon giving effect to the
Obligations Purchase,
(a) agrees that the Obligors may retain the proceeds of Accounts
received by the Obligors (i) prior to and including January 3, 2003,
if such proceeds have not been turned over, and (ii) from and
excluding January 3, 2003 through and including 11:59 PM on April
14, 2003 (the "Waiver Period"); provided, however, that nothing
contained herein shall allow the Obligors to retain any proceeds of
Accounts, whether received before, on or after April 14, 2003, at
any time after the expiration of the Waiver Period;
(b) agrees that any payments due on account of the Obligations from and
after January 24, 2003 to and including April 14, 2003 shall be due
and payable on April 15, 2003; and
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(c) on the condition that no Default or Event of Default (other than the
Admitted Default) has occurred, agrees for the duration of the
Waiver Period not to (x) accelerate the Obligations or (y) exercise
its remedies arising from the Admitted Default.
Nothing contained herein, however, shall constitute a waiver of any other rights
EALP has under the Loan Documents. Without limiting the generality of the
foregoing, EALP specifically reserves its right to enforce, and the Obligors
specifically reaffirm their obligation to comply with, all provisions of the
Loan Documents relating to the continued attachment and perfection of Liens
securing the Obligations on, in or with respect to all of the Collateral,
including without limitation the proceeds of the Accounts.
IN WITNESS WHEREOF, this Fifth Supplement has been executed and delivered
as of March 13, 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
ADVANCED SEISMIC TECHNOLOGY, INC., a Texas
corporation
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
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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
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
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
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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