EXHIBIT 10.39
AMENDMENT TO SIXTH 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"),
▇▇▇▇▇▇▇ 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, with another extension through and including March 14, 2003 and extended
through and including April 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
May 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 and that
the Event of Default by the Company for failure to make it's bi-annual interest
payment under the indenture to it's 9 3/4% Senior Notes constitute Events of
Default (the "Admitted Defaults") 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 May 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 June 30, 2003, at any time after the expiration of
the Waiver Period;
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(b) agrees that any payments due on account of the Obligations
from and after January 24, 2003 to and including June 30, 2003
shall be due and payable on May 16, 2003; and
(c) on the condition that no Default or Event of Default (other
than the Admitted Defaults) 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 Defaults.
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 Sixth Supplement has been executed and
delivered as of April 14, 2003.
▇▇▇▇▇▇▇ ASSOCIATES, L.P., a Delaware limited
partnership,
By: ▇▇▇▇▇▇▇ Capital Advisors, L.P., as general partner
By: ▇▇▇▇▇▇▇ Associates, Inc. as general partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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GRANT GEOPHYSICAL, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
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ADVANCED SEISMIC TECHNOLOGY, INC., a Texas corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
GRANT GEOPHYSICAL CORP.,
a Texas corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
GRANT GEOPHYSICAL (INT'L) INC.,
a Texas corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
GRANT GEOPHYSICAL DO BRASIL LTDA., a
corporation organized under the laws of the Republic
of Brazil, South America
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
PT. GRANT GEOPHYSICAL INDONESIA,
a corporation organized under the laws of the
Republic of Indonesia
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
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