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 toFirst Victoria Bank (“Lender”), or order, in lawful money of the United Statesof America, the principal amount of Eight Million Five Hundred EighteenThousand Nine Hundred Nineteen & 00/100 Dollars ($8,518,919.00), together withinterest on the unpaid principal balance from February 11, 2002, untilmaturity. 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 aredue on the same day of each month after that. Borrower’s final payment will bedue on February 11, 2006, and will be for all principal and all accruedinterest not yet paid. Payments include principal and interest. Unlessotherwise agreed or required by applicable law, payments will be applied firstto accrued unpaid interest, then to principal, and any remaining amount to anyunpaid collection costs. Interest on this Note is computed on a 365/365 simpleinterest basis; that is, by applying the ration of the annual interest rateover the number of days in a year, multiplied by the outstanding principalbalance, multiplied by the actual number of days the principal balance isoutstanding. Borrower will pay Lender at Lender’s address shown above or atsuch other place as Lender may designate in writing.
**VARIABLE INTEREST RATE.**The interest rate on this Note is subject to changefrom time to time based on changes in an independent index which is the WALLSTREET 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 maydesignate a substitute index after notice to Borrower. Lender will tellBorrower the current Index rate upon Borrower’s request. The interest ratechange will not occur more often than each DAY. Borrower understands thatLender may make loans based on other rates as well. The Index currently is4.750% per annum. The interest rate to be applied prior to maturity to theunpaid principal balance of this Note will be at a rate of 0.500 percentagepoints over the Index, resulting in an initial rate of 5.250% per annum.Notwithstanding the foregoing, the variable interest rate or rates provided forin this Note will be subject to the following maximum rate. NOTICE: Under nocircumstances will the interest rate on this Note be more than (except for anyhigher 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 thisNote, the “maximum rate allowed by applicable law” means the greater of (A) themaximum rate of interest permitted under federal or other law applicable to theindebtedness evidenced by this note, or (B) the “Weekly Ceiling” as referred toin Sections 303.002 and 303.003 of the Texas Finance Code. Whenever increasesoccur 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 itsoriginal final maturity date, (B) increase Borrower’s payments to coveraccruing interest, (C) increase the number of Borrower’s payments, and (D)continue Borrower’s payments at the same amount and increase Borrower’s finalpayment.
**PREPAYMENT.**Borrower may pay without penalty all or a portion of the amountowed earlier than it is due. Any partial payment shall be in an amount equalto one or more full installments. Prepayment in full shall consist of paymentof the remaining unpaid principal balance together with all accrued and unpaidinterest and all other amounts, costs and expenses for which Borrower isresponsible under this Note or any other agreement with Lender pertaining tothis loan, and in no event will Borrower ever be required to pay any unearnedinterest. Early payments will not, unless agreed to by Lender in writing,relieve Borrower of Borrower’s obligation to continue to make payments underthe payment schedule. Rather, early payments will reduce the principal balancedue and may resultin Borrower’s making fewer payments. Borrower agrees not to send Lenderpayments marked “paid in full”, “without recourse”, or similar language.
 

 

IfBorrower sends such a payment, Lender may accept it without losing any ofLender’s rights under this Note, and Borrower will remain obligated to pay anyfurther amount owed to lender. All written communications concerning disputedamounts, including any check or other payment instrument that indicates thatthe payment constitutes “payment in full” of the amount owed or that istendered with other conditions or limitations or as full satisfaction of adisputed 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 themaximum rate allowed by applicable law or 18.000% per annum. Borrower will payinterest on all sums due after final maturity, whether by acceleration orotherwise, at that rate.
**DEFAULT.**Each of the following shall constitute an event of default (“Event ofDefault”) under this Note:
**Payment Default.**Borrower fails to make any payment when due under thisNote.
**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 therelated documents or to comply with or to perform any term, obligation,covenant or condition contained in any other agreement between lender andBorrower.
**False Statements.**Any warranty, representation or statement made orfurnished to Lender by Borrower or on Borrower’s behalf under this Note orthe related documents is false or misleading in any material respect, eithernow or at the time made or furnished or becomes false or misleading at anytime thereafter.
**Insolvency.**The dissolution or termination of Borrower’s existence as agoing business, the insolvency of Borrower, the appointment of a receiverfor any part of Borrower’s property, any assignment for the benefit ofcreditors, any type of creditor workout, or the commencement of anyproceeding under any bankruptcy or insolvency laws by or against Borrower.
**Creditor or Forfeiture Proceedings.**Commencement of foreclosure orforfeiture proceedings, whether by judicial proceeding, self-help,repossession or any other method, by any creditor of Borrower or by anygovernmental agency against any collateral securing the loan. This includesa garnishment of any of Borrower’s accounts, including deposit accounts,with Lender. However, this Event of Default shall not apply if there is agood faith dispute by Borrower as to the validity or reasonableness of theclaim which is the basis of the creditor or forfeiture proceeding and ifBorrower gives Lender written notice of the creditor or forfeitureproceeding and deposits with Lender monies or a surety bond for the creditoror forfeiture proceeding, in an amount determined by Lender, in its solediscretion, as being an adequate reserve or bond for the dispute.
**Events Affecting Guarantor.**Any of the preceding events occurs with respectto any guarantor, endorser, surety, or accommodation party of any of theindebtedness or any guarantor, endorser, surety, or accommodation party diesor becomes incompetent, or revokes or disputes the validity of, or liabilityunder, any guaranty of the indebtedness evidenced by this Note. In theevent of a death, Lender, at its option, may, but shall not be required to,permit the guarantor’s estate to assume unconditionally the obligationsarising under the guaranty in a manner satisfactory to Lender, and, in doingso, 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 financialcondition, or Lender believes the prospect of payment or performance of thisNote is impaired.
**Insecurity.**Lender in good faith believes itself insecure.
**Cure Provisions.**If any default, other than a default in payment iscurable, it may be cured (and no event of default will have occurred) ifBorrower, after receiving written notice from Lender demanding cure of suchdefault: (1) cures the default within fifteen (15) days; or (2) if the curerequires more than fifteen (15) days, immediately
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initiates steps whichLender deems in Lender’s sole discretion to be sufficient to cure thedefault and thereafter continues and completes all reasonable and necessarysteps 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 unpaidinterest, and all other amounts, costs and expenses for which Borrower isresponsible under this Note or any other agreement with Lender pertaining tothis loan, immediately due, without notice, and then Borrower will pay thatamount.
**ATTORNEYS’ FEES; EXPENSES.**Lender may hire an attorney to help collect thisNote if Borrower does not pay, and Borrower will pay Lender’s reasonableattorneys’ fees. Borrower also will pay Lender all other amounts Lenderactually incurs as court costs, lawful fees for filing, recording, releasing toany public office any instrument securing this Note; the reasonable costactually expended for repossessing, storing, preparing for sale, and sellingany security; and fees for noting a lien on or transferring a certificate oftitle to any motor vehicle offered as security for this Note, or premiums oridentifiable charges received in connection with the sale of authorizedinsurance.
**GOVERNING LAW.**This Note will be governed by, construed and enforced inaccordance with federal law and the laws of the State of Texas. This Note hasbeen accepted by Lender in the State of Texas.
**RIGHT OF SETOFF.**To the extent permitted by applicable law, Lender reserves aright of setoff in all Borrower’s accounts with Lender (whether checking,savings, or some other account). This includes all accounts Borrower holdsjointly 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 accountsfor which setoff would be prohibited by law. Borrower authorized Lender, tothe extent permitted by applicable law, to charge or setoff all sums owing onthe 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 AGREEMENTDATED 02-11-2002 COVERING PURCHASE MONEY SECURITY INTEREST ON ALL EQUIPMENT ANDINVENTORY PURCHASED FROM SERCEL, LTD., GEOSPACE CORP., AND MARK PRODUCTS, INPUTOUTPUT; AND ASSIGNMENT OF ALL LEASES AND REVENUES GENERATED FROM SAID EQUIPMENTAND 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 factwill not affect the rest of the Note. Borrower does not agree or intend topay, and Lender does not agree or intend to contract for, charge, collect,take, reserve or receive (collectively referred to herein as “charge orcollect”), any amount in the nature of interest or in the nature of a fee forthis loan, which would in any way or event (including demand, prepayment, oracceleration) cause Lender to charge or collect more for this loan than themaximum Lender would be permitted to charge or collect by federal law or thelaw of the State of Texas (as applicable). Any such excess interest orunauthorized fee shall, instead of anything stated to the contrary, be appliedfirst to reduce the principal balance of this loan, and when the principal hasbeen paid in full, be refunded to Borrower. The right to accelerate maturityof sums due under this Note does not include the right to accelerate anyinterest which has not otherwise accrued on the date of such acceleration, andLender does not intend to charge or collect any unearned interest in the eventof 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 permittedby applicable law, be amortized, prorated, allocated and spread throughout thefull term of the loan evidenced by this Note until payment in full so that therate or amount of interest on account of the loan evidenced hereby does notexceed the applicable usury ceiling. Lender may delay or forgo enforcing anyof its rights or remedies under this Note without losing them. Borrower andany other person who signs, guarantees or endorses this Note, to the extentallowed by law, waive presentment, demand for payment, notice of dishonor,notice of intent to accelerate the maturity of this Note, and notice ofacceleration of the maturity of this Note. Uponany change in the terms of this Note, and unless otherwise expressly stated inwriting, no party who signs this Note, whether as maker, guarantor,accommodation maker or endorser, shall be released from liability. All suchparties agree that Lender may renew or extend (repeatedly and for any length oftime)
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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 collateralwithout the consent of or notice to anyone. All such parties also agree thatLender may modify this loan without the consent of or notice to anyone otherthan the party with whom the modification is made. The obligations under thisNote are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OFTHIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TOTHE 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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