exh_102.htm



EXHIBIT 10.2


 


AMENDMENT NO. 4 TO FIRST PREFERRED FLEET MORTGAGE


 


This Amendment No. 4 to FIRST PREFERRED FLEET MORTGAGE dated as of April 24, 2013 and effective as of April 24, 2013, (this “Agreement”) is between GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Shipowner”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent, as mortgagee (in such capacity, the “Mortgagee”).


 


INTRODUCTION


 


A. The Shipowner and the Mortgagee are parties to the First Preferred Fleet Mortgage dated as of April 30, 2010 (as the same may be amended, amended and restated, or otherwise modified from time to time, the “Mortgage”) bearing against the whole of the United States flag vessels (as more specifically described on Schedule I), together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to such vessels, or any part thereof, or in or to their equipment and appurtenances aforesaid (collectively, the “Vessels”).  The Mortgage was duly filed with the United States Coast Guard, National Vessel Documentation Center, on May 6, 2010 at 10:23 a.m. and recorded as Batch No. 743520, Document ID No. 11973333.


 


B. The Shipowner is a party to the Credit Agreement dated as of April 30, 2010 (as the same may be amended, amended and restated, or otherwise modified from time to time, the “Credit Agreement”) among the Shipowner, as borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Credit Suisse, as Syndication Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor-by-merger to Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, and the other lenders party thereto (the “Lenders”), pursuant to which the Lenders have agreed from time to time to extend credit and/or issue letters of credit for the benefit of the Shipowner in an aggregate amount up to Eighty-Five Million United States Dollars (US$85,000,000.00) which amount is currently the principal amount of the Mortgage.  The Credit Agreement provided for certain increases of such amount.


 


C. The Mortgage was granted by the Shipowner in favor of the Mortgagee to secure the obligations of the Shipowner under the Credit Agreement and the other Loan Documents, and the payment of all other sums of money (whether for principal, premium, if any, interest, fees, expenses, indemnities or otherwise) from time to time payable by the Shipowner under the Mortgage and the other Loan Documents to which it is a party, and to secure performance and observance of all other Obligations (as defined in the Mortgage).


 


D. On even date herewith, the Shipowner, the Mortgagee, and the Lenders have entered into that certain Amendment No. 4 to Credit Agreement of even date herewith (the “Fourth Amendment”) in order to extend the maturity date of some of the Obligations and to otherwise supplement and amend the Credit Agreement in certain respects as set forth therein, a true and correct copy of which Fourth Amendment is attached hereto and incorporated herein as Exhibit “A”.


 




  





 











  






E. The Shipowner and the Mortgagee desire to amend the Mortgage to confirm that the obligations, liabilities and indebtedness of the Shipowner to the Mortgagee arising under the Credit Agreement, as amended through the Fourth Amendment, and under all Loan Documents related thereto, are obligations the payment and performance of which are secured by the lien of the Mortgage.


 


THEREFORE, the Shipowner and the Mortgagee hereby agree as follows:


 


Section 1. Definitions; References.  Unless otherwise defined in this Agreement, terms used in this Agreement which are defined in the Mortgage shall have the meanings assigned to such terms in the Mortgage.


 


Section 2. Amendments of Mortgage. The Mortgage is hereby amended as follows:


 


(a)           To confirm that the “Obligations” which are or may become secured by the Mortgage expressly include, without limitation, all obligations, liabilities and indebtedness of the Shipowner under the Credit Agreement, as amended through the Fourth Amendment, under all Loan Documents related to the Credit Agreement, as amended, including the Mortgage, and under any extensions or renewals of, amendments to, or replacements for any of the foregoing.


 


(b)           To confirm that the term “Credit Agreement” wherever such term appears on page one and in Sections 1 through 3.11 of the Mortgage, means the Credit Agreement, as amended through the Fourth Amendment.


 


(c)           To confirm that the term “Mortgage”, as used in the Mortgage, means the Mortgage, as amended by this Agreement.


 


(d)           The Mortgage, including all of the covenants and agreements on the part of the Shipowner which are set forth therein or are incorporated therein by reference, and all of the rights, privileges, powers and immunities of the Mortgagee that are provided for in the Mortgage, are in all respects confirmed, affirmed, reaffirmed and continued.


 


Section 3. Representations and Warranties.  The Shipowner represents and warrants that: (a) the execution, delivery, and performance of this Agreement are within the corporate power and authority of the Shipowner and have been duly authorized by all necessary corporate or other organizational action; (b) this Agreement constitutes legal, valid, and binding obligations of the Shipowner, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws of general applicability affecting the enforcement of creditors’ rights and the application of  general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); (c) the representations and warranties of the Shipowner contained in each Loan Document are true and correct in all material respects as of the date of this Agreement, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they call be true and correct in all material respects as of such earlier date; (d) no Default or Event of Default exists under the Loan Documents; and (e) the Liens under the Mortgage and the other Collateral Documents (as defined in the Credit Agreement) are valid and subsisting.


 




  





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Section 4. Effect on Credit Documents.  Except as amended herein, the Mortgage and all other Credit Documents remain in full force and effect as originally executed. Nothing herein shall act as a waiver of any of the Mortgagee’s or any Lender’s rights under the Loan Documents as amended, including the waiver of any Default or Event of Default, however denominated. The Shipowner acknowledges and agrees that this Agreement shall in no manner impair or affect the validity or enforceability of the Mortgage.  This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under other Loan Documents.


 


Section 5. Effectiveness.  This Agreement shall become effective and the Mortgage shall be amended as provided for herein when each of the parties hereto shall have executed and delivered this Agreement. This Agreement may be executed in multiple counterparts which together shall constitute one and the same agreement.


 







 


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IN WITNESS WHEREOF, the Shipowner has executed this Mortgage on the 24th day of April, 2013, and is effective as of the date and year first above written.


 


SHIPOWNER:


 


GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation












By: /s/ P. Mathew Verghese


Name: P. Mathew Verghese


Title: Sr. VP & CFO








	
STATE OF TEXAS 

	
)








	
 

	

) ss. :










	
COUNTY OF FORT BEND

	
)







 


On this 24th day of April, 2013, before me personally appeared P. Mathew Verghese, to me known, who being by me duly sworn, did depose and say that s/he resides at -------------------; that s/he is an authorized individual of GLOBAL GEOPHYSICAL SERVICES, INC., the company described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of said company and that said instrument is the act and deed of said company.







/s/ Marcela L. Landau


Notary Public







NOTARY PUBLIC STAMP:


Marcela Larsen Landau


Notary Public State of Texas


My Commission Expires


July 11, 2016












 










Signature Page to Amendment No. 4 to First Preferred Fleet Mortgage


U.S.A.







  











  






MORTGAGEE:


 


BANK OF AMERICA, N.A., a National Banking Association, as Administrative Agent

















By:/s/ Darleen R. Parmelle


Name:Darleen R. Parmelle


Title:Assistant Vice President


 


 




	
STATE OF NORTH CAROLINA

	
)










	
 

	


) ss. :











	
COUNTY OF MECKLENBURG

	
)









 


On this 23 day of April, 2013, before me personally appeared Darleen R. Parmelle, to me known, who being by me duly sworn, did depose and say that s/he resides at 101 S. Tryon  Street, Charlotte, NC 28255; that s/he is an authorized individual of BANK OF AMERICA, N.A., the company described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of said company and that said instrument is the act and deed of said company.




 



/s/ Debra Hill




Notary Public


 


 


 



NOTARY PUBLIC STAMP:







Debra Hill


Notary Public


Mecklenburg Co., North Carolina


My Commission Expires Nov. 12, 2016




 










Signature Page to Amendment No. 4 to First Preferred Fleet Mortgage


U.S.A.







  











  






SCHEDULE I


TO


FIRST PREFERRED FLEET MORTGAGE







DESCRIPTION OF THE VESSELS


 







 



	
Vessel Name

	
Official Number


	
Global Mirage

	
1060662


	
Global Quest

	
1050795


	
Global Vision

	
1058458


	
James H. Scott

	
1172960


	
Global Longhorn

	
1208913


	
Lori B

	
1111303


	
Kiwi I

	
1231575


	
Kiwi II

	
1231576


	
Kiwi III

	
1231577







 


 


 


 


 





Schedule I to Amendment No. 4 to First Preferred Fleet Mortgage


U.S.A.







  











  






EXHIBIT A


TO


FIRST PREFERRED FLEET MORTGAGE







[Copy of Amendment No. 4 to Credit Agreement with certain exhibits]


 


 


 


 





Exhibit A to Amendment No. 4 to First Preferred Fleet Mortgage


U.S.A.







  











  






ADDRESS FOR SHIPOWNER AND MORTGAGEE


 


SHIPOWNER:


 


Global Geophysical Services, Inc.


13927 South Gessner Road


Missouri City, Texas 77489


Attention:  P. Mathew Verghese


Facsimile: (713) 808-7821


 


MORTGAGEE:


 


Bank of America, N.A.


Agency Management - East


101 South Tryon Street, 15th Floor


NC1-002-15-36


Charlotte, NC 28255


Attention:  Darleen R. Parmelee


Facsimile: (704) 409-0645


 







 



Attachment to Amendment No. 4 to First Preferred Fleet Mortgage


U.S.A.