exv10w15



 






EXHIBIT 10.15




PROMISSORY NOTE




	 	 	 	 	 	 	 
	Borrower:

	 	Mitcham Industries, Inc.
	 	Lender:
	 	First Victoria National Bank
	

	 	(TIN: 76-0210849
	 	 	 	Main Bank
	

	 	44000 Hwy. 75 S
	 	 	 	101 South Main Street
	

	 	Huntsville, TX 77340
	 	 	 	P.O. Box 1338
	

	 	 	 	 	 	Victoria, TX 77902-1338







	 	 	 	 	 
	Principal Amount: $8,518,919.00

	 	Initial Rate: 5.250%
	 	Date of Note: February 11, 2002






PROMISE TO PAY. MITCHAM INDUSTRIES, INC., (“Borrower”) promises to pay to
First Victoria Bank (“Lender”), or order, in lawful money of the United States
of America, the principal amount of Eight Million Five Hundred Eighteen
Thousand Nine Hundred Nineteen & 00/100 Dollars ($8,518,919.00), together with
interest on the unpaid principal balance from February 11, 2002, until
maturity. The interest rate will not increase above 18.000%.



PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 48 payments of $197,125.14 each payment.
Borrower’s first payment is due March 11, 2002, and all subsequent payments are
due on the same day of each month after that. Borrower’s final payment will be
due on February 11, 2006, and will be for all principal and all accrued
interest not yet paid. Payments include principal and interest. Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs. Interest on this Note is computed on a 365/365 simple
interest basis; that is, by applying the ration of the annual interest rate
over the number of days in a year, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender’s address shown above or at
such other place as Lender may designate in writing.



VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the WALL
STREET JOURNAL PRIME AS ANNOUNCED IN THE WALL STREET JOURNAL (the “Index”).
The Index is not necessarily the lowest rate charged by Lender on its loans.
If the Index becomes unavailable during the term of this loan, Lender may
designate a substitute index after notice to Borrower. Lender will tell
Borrower the current Index rate upon Borrower’s request. The interest rate
change will not occur more often than each DAY. Borrower understands that
Lender may make loans based on other rates as well. The Index currently is
4.750% per annum. The interest rate to be applied prior to maturity to the
unpaid principal balance of this Note will be at a rate of 0.500 percentage
points over the Index, resulting in an initial rate of 5.250% per annum.
Notwithstanding the foregoing, the variable interest rate or rates provided for
in this Note will be subject to the following maximum rate. NOTICE: Under no
circumstances will the interest rate on this Note be more than (except for any
higher default rate or Post Maturity Rate shown below) the lesser of 18.000%
per annum or the maximum rate allowed by applicable law. For purposes of this
Note, the “maximum rate allowed by applicable law” means the greater of (A) the
maximum rate of interest permitted under federal or other law applicable to the
indebtedness evidenced by this note, or (B) the “Weekly Ceiling” as referred to
in Sections 303.002 and 303.003 of the Texas Finance Code. Whenever increases
occur in the interest rate, Lender, at its option, may do one of the following:
(A) increase Borrower’s payments to ensure Borrower’s loan will pay off by its
original final maturity date, (B) increase Borrower’s payments to cover
accruing interest, (C) increase the number of Borrower’s payments, and (D)
continue Borrower’s payments at the same amount and increase Borrower’s final
payment.



PREPAYMENT. Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Any partial payment shall be in an amount equal
to one or more full installments. Prepayment in full shall consist of payment
of the remaining unpaid principal balance together with all accrued and unpaid
interest and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, and in no event will Borrower ever be required to pay any unearned
interest. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments under
the payment schedule. Rather, early payments will reduce the principal balance
due and may result
in Borrower’s making fewer payments. Borrower agrees not to send Lender
payments marked “paid in full”, “without recourse”, or similar language.




 









 







If
Borrower sends such a payment, Lender may accept it without losing any of
Lender’s rights under this Note, and Borrower will remain obligated to pay any
further amount owed to lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that
the payment constitutes “payment in full” of the amount owed or that is
tendered with other conditions or limitations or as full satisfaction of a
disputed amount must be mailed or delivered to: First Victoria National Bank,
Loan Operations, P.O. Box 1338, Victoria, TX 77902.



POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of the
maximum rate allowed by applicable law or 18.000% per annum. Borrower will pay
interest on all sums due after final maturity, whether by acceleration or
otherwise, at that rate.



DEFAULT. Each of the following shall constitute an event of default (“Event of
Default”) under this Note:





Payment Default. Borrower fails to make any payment when due under this
Note.




Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between lender and
Borrower.




False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or
the related documents is false or misleading in any material respect, either
now or at the time made or furnished or becomes false or misleading at any
time thereafter.




Insolvency. The dissolution or termination of Borrower’s existence as a
going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor
or forfeiture proceeding, in an amount determined by Lender, in its sole
discretion, as being an adequate reserve or bond for the dispute.




Events Affecting Guarantor. Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies
or becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this Note. In the
event of a death, Lender, at its option, may, but shall not be required to,
permit the guarantor’s estate to assume unconditionally the obligations
arising under the guaranty in a manner satisfactory to Lender, and, in doing
so, cure any Event of Default.




Change in Ownership. Any change in ownership of twenty-five percent (25%)
or more of the common stock of Borrower.




Adverse Change. A material adverse change occurs in Borrower’s financial
condition, or Lender believes the prospect of payment or performance of this
Note is impaired.




Insecurity. Lender in good faith believes itself insecure.




Cure Provisions. If any default, other than a default in payment is
curable, it may be cured (and no event of default will have occurred) if
Borrower, after receiving written notice from Lender demanding cure of such
default: (1) cures the default within fifteen (15) days; or (2) if the cure
requires more than fifteen (15) days, immediately



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initiates steps which
Lender deems in Lender’s sole discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.


LENDER’S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire an attorney to help collect this
Note if Borrower does not pay, and Borrower will pay Lender’s reasonable
attorneys’ fees. Borrower also will pay Lender all other amounts Lender
actually incurs as court costs, lawful fees for filing, recording, releasing to
any public office any instrument securing this Note; the reasonable cost
actually expended for repossessing, storing, preparing for sale, and selling
any security; and fees for noting a lien on or transferring a certificate of
title to any motor vehicle offered as security for this Note, or premiums or
identifiable charges received in connection with the sale of authorized
insurance.



GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Texas. This Note has
been accepted by Lender in the State of Texas.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower’s accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorized Lender, to
the extent permitted by applicable law, to charge or setoff all sums owing on
the indebtedness against any and all such accounts.



THIS NOTE IS BASED ON FINANCIAL STATEMENT DATED, 10-31-2001.



COLLATERAL. Borrower acknowledges this Note is secured by SECURITY AGREEMENT
DATED 02-11-2002 COVERING PURCHASE MONEY SECURITY INTEREST ON ALL EQUIPMENT AND
INVENTORY PURCHASED FROM SERCEL, LTD., GEOSPACE CORP., AND MARK PRODUCTS, INPUT
OUTPUT; AND ASSIGNMENT OF ALL LEASES AND REVENUES GENERATED FROM SAID EQUIPMENT
AND INVENTORY.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower,
and upon Borrower’s heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.



GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact
will not affect the rest of the Note. Borrower does not agree or intend to
pay, and Lender does not agree or intend to contract for, charge, collect,
take, reserve or receive (collectively referred to herein as “charge or
collect”), any amount in the nature of interest or in the nature of a fee for
this loan, which would in any way or event (including demand, prepayment, or
acceleration) cause Lender to charge or collect more for this loan than the
maximum Lender would be permitted to charge or collect by federal law or the
law of the State of Texas (as applicable). Any such excess interest or
unauthorized fee shall, instead of anything stated to the contrary, be applied
first to reduce the principal balance of this loan, and when the principal has
been paid in full, be refunded to Borrower. The right to accelerate maturity
of sums due under this Note does not include the right to accelerate any
interest which has not otherwise accrued on the date of such acceleration, and
Lender does not intend to charge or collect any unearned interest in the event
of acceleration. All sums paid or agreed to be paid to Lender for the use,
forbearance or detention of sums due hereunder shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of the loan evidenced by this Note until payment in full so that the
rate or amount of interest on account of the loan evidenced hereby does not
exceed the applicable usury ceiling. Lender may delay or forgo enforcing any
of its rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the extent
allowed by law, waive presentment, demand for payment, notice of dishonor,
notice of intent to accelerate the maturity of this Note, and notice of
acceleration of the maturity of this Note. Upon
any change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time)




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this loan or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this
Note are joint and several.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.




BORROWER:




MITCHAM INDUSTRIES, INC.




	 	 	 
	By:

	 	/s/ Billy F. Mitcham, Jr.
	

	 	

	

	 	BILLY F. MITCHAM, JR., President of
	

	 	MITCHAM INDUSTRIES, INC.







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