Exhibit 10.1





 










	
   
	

 



Royal Bank of Canada

Energy Banking Centre

11th Floor, 335 - 8th Avenue S.W.

Calgary, Alberta T2P 1C9

Transit:  0059
Tel.:  (403) 292-8953
	
Fax:   (403) 292-3436
E-mail:

kevin.lacey@rbc.com









 



 



June 15, 2004

 

Private and Confidential

 

Olympic Seismic Ltd.

1900, 407-2nd Avenue S.W.

Calgary, Alberta T2P 2Y3


 



Attention:  Suzanne Bowden, Vice President

 

Dear Sirs/Mesdames:

 


Re:Amendment to the Letter Agreement dated January 12, 2004


 

We refer to the Letter Agreement dated January 12, 2004 between Olympic Seismic Ltd., as the Borrower, and Royal Bank of Canada as the Bank (the
"Letter Agreement"), and in particular to the Schedule A section of the Letter Agreement.  Terms and expressions defined in the Letter Agreement, which are used and not otherwise defined herein, shall have the same meanings ascribed to them in the Letter Agreement.

 

This letter will confirm the aforementioned section  amended as follows:
Under the Section entitled Schedule
"A", delete the definition of  "Good Accounts Receivable" replace with:

 

"Good Accounts
Receivable" means accounts receivable excluding (i) the entire amount of
accounts, any portion of which is outstanding more than 90 days after billing
date, provided that the under 90 day portion may be included where the Bank has
designated such portion as nevertheless good (which shall include those on which
no more than 5% of the amount of the account has been outstanding for more than
90 days), (ii) all amounts due from any affiliate, (iii) bad or doubtful
accounts, (iv) accounts subject to any security interest or other encumbrance
ranking or capable of ranking in priority to the Bank's security, (v) accounts
subject to all holdbacks, contra accounts or rights of set-off on the part of
any account debtor, or (vi) any accounts which the Bank advises the Borrower to
be ineligible;"





All other terms and conditions outlined in the Letter Agreement remain unchanged and in full force and effect.

 

This offer is open for acceptance until July 16, 2004, after which date it will be null and void, unless extended in writing by the Bank.

 

Please confirm your acceptance of this Amending Agreement by signing the attached copy of this letter in the space provided below and returning it to the undersigned.

 


Yours truly,


 


 


/s/ Kevin Lacey

Kevin Lacey

Manager -- Energy Service and Supply

 

Agreed to and accepted this 12th day of
July, 2004.

 

Olympic Seismic Ltd.

 


  	By:	
      /s/ Kevin P. Callaghan
	Name:	
      Kevin P. Callaghan
	Title:	
      President




 

	By:	
    /s/ Suzanne Bowden
	Name:	
    Suzanne Bowden
	Title:	
    Vice President


 

I/We have authority to bind the corporation.

 

We acknowledge and confirm our agreement with

the foregoing terms and conditions, as Guarantors,

as of July 12, 2004.

 

SEIC Trust Administration, Ltd., as sole trustee of,

and for and on behalf of, SEIC Business Trust

 

	By:	
    /s/ Kevin P. Callaghan
	Name:	
    Kevin P. Callaghan
	Title:	
    President


 

	By:	
    /s/ Suzanne Bowden
	Name:	
    Suzanne Bowden
	Title:	
    Secretary/Treasurer


 

I/We have authority to bind the corporation.

 

SEIC Holdings, Ltd.

 


	By:	
    /s/ Kevin P. Callaghan


    	 
	Name:	
    Kevin P. Callaghan


    	 
	Title:	
    President


    	 


 

 

	By:	
    /s/ Suzanne Bowden


    	 
	Name:	
    Suzanne Bowden


    	 
	Title:	
    Secretary/Treasurer


    	 


 

I/We have authority to bind the corporation.