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EXHIBIT 10.9
FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment to Security Agreement (the "First Amendment to
Security Agreement"), dated as of April 15, 1997, is made and entered into by
and between Xxxxxx Geophysical Company, a Texas corporation (the "Debtor"), and
Norwest Bank Texas, N.A., a national banking association (the "Secured Party").
WITNESSETH
WHEREAS, the Debtor and the Secured Party have entered into that certain
Loan Agreement, dated as of April 1, 1996, providing for the loans and the
other matters set forth therein;
WHEREAS, pursuant to the terms and conditions of the Loan Agreement, the
Debtor and the Secured Party also entered into that certain Security Agreement,
dated as of April 1, 1996;
WHEREAS, at the request of Debtor, the Lender is willing to amend the
Loan Agreement to provide for, among other things, additional financing
requested by the Debtor, but only upon and subject to the terms and conditions
of that certain First Amendment to Loan Agreement, dated of even date herewith,
and the further condition precedent that Debtor execute and deliver this First
Amendment to Security Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
All terms defined in the Security Agreement, and not otherwse defined in
this First Amendment, shall have the meanings given them in the Security
Agreement when used herein.
SECTION 2. AMENDMENTS TO SECURITY AGREEMENT.
(a) All references in the Security Agreement to "Secured Party" and
"Norwest Bank Texas, Midland, N.A." shall mean Norwest Bank Texas, N.A., a
national banking association with its principal offices at 000 Xxxx Xxxxx,
Xxxxxxx, Xxxxx 00000.
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(b) all references to the "Notes" appearing in the Security
Agreement shall mean and be deemed to include the same "Notes" as are
described and defined in the Loan Agreement, as amended by that certain First
Amendment to Loan Agreement, dated of even date herewith.
(c) Exhibit B to the Security Agreement is hereby deleted in its
entirety and a new Exhibit B in the form and content attached to this First
Amendment to Security Agreement shall be, and it hereby is, substituted in
place thereof.
SECTION 3. NO OTHER AMENDMENTS; RATIFICATION.
Except as expressly amended and modified by this First Amendment to
Security Agreement, all of the provisions and covenants of the Security
Agreement and all exhibits thereto are and shall continue to remain in full
force and effect in accordance with the terms thereof and all of such
provisions, covenants and exhibits are hereby ratified and confirmed by the
Debtor as of the date of this First Amendment to Security Agreement as if the
Security Agreement were executed as of the date of this First Amendment to
Security Agreement.
SECTION 4. COUNTERPARTS.
This First Amendment to Security Agreement may be executed by one or
more of the parties hereto in any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
SECTION 5. GOVERNING LAW.
THIS FIRST AMENDMENT TO SECURITY AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
SECTION 6. GLOBAL AMENDMENT OF SECURITY AGREEMENT.
The Security Agreement is hereby modified wherever necessary or
appropriate, and even though not specifically addressed herein, so as to
conform to the amendments to the Security Agreement as set forth herein, and
the Debtor covenants to observe, comply with and perform each and all of the
terms and provisions of the Security Agreement, as modified hereby. The
Security Agreement is hereby amended so that any reference to such Security
Agreement shall mean the Security Agreement as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Security Agreement to be executed and delivered by their respective duly
authorized officers as of the date and year first above written.
NORWEST BANK TEXAS, N.A.,
a national banking association
BY: /s/ XXXX X. XxXXXXXX
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Xxxx X. XxXxxxxx,
Senior Vice President
XXXXXX GEOPHYSICAL COMPANY
BY: /s/ X. XXXXXX XXXXXX
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X. Xxxxxx Xxxxxx,
President
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