3-D GEOPHYSICAL, INC.
FORM OF SUBORDINATED PROMISSORY NOTE
US $250,000.00 October __, 1997
New York, New York
FOR VALUE RECEIVED, 3-D GEOPHYSICAL, INC., a Delaware corporation
(the "Maker"), hereby promises to pay to the order of __________________ (the
"Holder") the principal sum of ________________________________ DOLLARS
($__________.00), together with accrued and unpaid interest thereon, on April
__, 1998 (the "Payment Date"), provided that if such Payment Date is not a
Business Day, as defined below, payment shall be made on the next succeeding
Business Day.
The payment of this Note is subordinated pursuant to the terms of a
Subordination Agreement and Assignment, dated as of October __, 1997, by and
among the Holder, the Maker and Xxxxx Fargo Bank (Texas) N.A. (the
"Subordination Agreement") and is subject to all of the terms and conditions of
the Subordination Agreement.
1. Interest. Maker agrees to pay interest from the date hereof on
the unpaid portion of the principal amount of this Note from time to time
outstanding at the rate of 12% per annum through the Payment Date (but in no
event higher than the maximum rate permitted by applicable law), compounded
annually and payable on or before the Payment Date and thereafter until the
principal amount of this Note is paid in full, subject to the provisions of
Section 3 hereof.
2. Business Day. For the purposes of this Note, the phrase "Business
Day" means any day that is not a Saturday or Sunday or a legal holiday on which
banks are authorized or required by law to be closed in New York, New York.
3. Prepayment. Subject to its obligations under the Subordination
Agreement, the Maker may, at its option, on five (5) Business Days notice to the
Holder, prepay the principal amount of this Note at any time in whole, or from
time to time in such part as the Maker shall specify in such notice, with
accrued interest on the amount prepaid to the date of prepayment, in each case
without penalty or premium therefor. The Maker shall, in the event the Maker
refinances its existing credit facility with Xxxxx Fargo Bank (Texas) N.A.,
dated May 29, 1996, as amended through the date hereof (the "Refinancing"),
prepay the entire principal amount of this Note within ten (10) Business Days of
the consummation of the Refinancing, together with accrued interest on the
amount prepaid to the date of prepayment.
4. Method and Place of Payment. All payments of principal and
interest on this Note shall be made by check or wire transfer in lawful money of
the United States of America at such address as the Holder shall designate in
writing to the Maker.
5. Defaults. Any of the following shall constitute an event of
default (an "Event of Default") hereunder:
(a) If the Maker shall fail to pay any principal or interest due
hereunder, which failure shall remain uncured for a period of five (5) days; or
(b) If any voluntary proceeding shall be commenced by the Maker
under any chapter of the Federal Bankruptcy Code or other law relating to
bankruptcy, bankruptcy reorganization, insolvency or relief of debtors, or any
such proceeding is commenced against the Maker and such proceeding is not
dismissed within sixty (60) days from the date on which it is filed or
instituted; or
(c) If the Maker becomes insolvent or is unable to pay its debts as
they become due or makes an assignment for the benefit of creditors; or
(d) The dissolution or other winding up of the Maker; or
(e) In the event that the holders of any indebtedness of the Company
in excess of $50,000 shall accelerate the maturity of any such indebtedness or
shall declare such indebtedness to be due and payable prior to the stated
maturity thereof.
Upon the occurrence of any Event of Default the unpaid principal of
this Note and any accrued and unpaid interest hereunder shall, at the sole
option of the Holder, become immediately due and payable. Upon the occurrence of
any Event of Default the Holder may exercise any and all rights and remedies
available to the Holder at law or in equity; however the failure of the Holder
to exercise the option described in the preceding sentence or any such right or
remedy at any time shall not constitute a waiver of the Holder's right to
exercise such optionor any such right or remedy at any other time, subject in
any such case to the provisions of the Subordination Agreement.
6. Expenses. The Maker agrees to pay all reasonable expenses
incurred by the Holder in connection with the collection and enforcement of this
Note, including, without limitation, reasonable attorneys' fees and
disbursements.
7. Waiver of Notice, etc. The Maker hereby waives presentment,
notice of demand for payment, protest, notice of dishonor and any other notice
of any kind with respect to this Note.
8. Successors and Assigns. This Note shall be binding upon the Maker
and its successors and assigns and shall inure to the benefit of the Holder, its
personal representatives and successors and assigns.
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9. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
principles of conflict of laws thereof.
IN WITNESS WHEREOF, the Maker has caused this instrument to be duly
executed this ___ day of October, 1997.
3-D GEOPHYSICAL, INC.
By:
--------------------------------
Name:
Title:
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