EXHIBIT 10.2
NINTH 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, and again extended through subsequent supplements to
the Ninth Amendment to Loan and Security Agreement until June 30, 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
July 15, 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,
(d) 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 July 15, 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 July 15, 2003, at any time after the expiration of
the Waiver Period;
(e) agrees that any payments due on account of the Obligations
from and after January 24, 2003 to July 15, 2003 shall be due
and payable on July 16, 2003; and
(f) 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 Ninth Supplement has been executed and
delivered as of June 30, 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
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Name: Xxxxxx Xxxxxxxxx
--------------------------------
Title: Vice President
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GRANT GEOPHYSICAL, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President and CEO
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ADVANCED SEISMIC TECHNOLOGY, INC.,
a Texas corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
------------------------------------
Title: President and CEO
------------------------------------
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
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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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