Exhibit 10.1
SOVEREIGN BANK LOAN NO. 17003864
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or
restated from time to time, this "Agreement") dated as of SEPTEMBER 16, 2009
(the "Closing Date"), will serve to set forth the terms of the Credit Facility
by and between SOVEREIGN BANK, a Texas state bank (together with its successors
and assigns, "Lender") and TGC INDUSTRIES, INC., a Texas corporation ("Debtor").
RECITALS
WHEREAS, Lender and Debtor entered into that certain (1) BUSINESS LOAN AGREEMENT
dated as of SEPTEMBER 16, 2008, pursuant to which Lender agreed to make a credit
facility available to Debtor on the terms and conditions set forth therein (as
amended, modified and restated from time to time, the "Original Loan
Agreement"), and (2) COMMERCIAL SECURITY AGREEMENT dated as of SEPTEMBER 16,
2008 (as amended, modified and restated from time to time, the "Original
Security Agreement," and together with the Original Loan Agreement, the
"Original Agreements", and together with the other agreements, notes,
instruments and documents evidencing, securing, governing, guaranteeing or
pertaining thereto, the "Original Loan Documents"); and
WHEREAS, the parties hereto desire to amend the Original Loan Agreement and the
Original Security Agreement as hereinafter provided and have agreed for purposes
of clarity and ease of administration, to amend the Original Loan Agreement and
the Original Security Agreement and then restate and supersede such agreements
in their entirety by means of this Agreement; and
NOW THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1.
DEFINITIONS.
AS USED IN THIS
AGREEMENT, ALL EXHIBITS, APPENDICES AND SCHEDULES HERETO, AND IN ANY OTHER LOAN
DOCUMENTS MADE OR DELIVERED PURSUANT TO THIS AGREEMENT, THE FOLLOWING TERMS WILL
HAVE THE MEANINGS GIVEN SUCH TERMS IN THIS SECTION 1 OR IN THE PROVISIONS,
SECTIONS OR RECITALS HEREIN:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO A
SPECIFIED PERSON, ANOTHER PERSON THAT DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS OR IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE
PERSON SPECIFIED.
(B)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A
SATURDAY, SUNDAY, OR ANY OTHER DAY ON WHICH THE FEDERAL RESERVE BANK OF DALLAS,
TEXAS, IS CLOSED.
(C)
"CODE" MEANS THE UNIFORM COMMERCIAL CODE AS
THE SAME MAY, FROM TIME TO TIME, BE ENACTED AND IN EFFECT IN THE STATE OF TEXAS;
PROVIDED, THAT TO THE EXTENT THAT THE CODE IS USED TO DEFINE ANY TERM HEREIN OR
IN ANY LOAN DOCUMENT AND SUCH TERM IS DEFINED DIFFERENTLY IN DIFFERENT ARTICLES
OR DIVISIONS OF THE CODE, THE DEFINITION OF SUCH TERM CONTAINED IN ARTICLE 9
SHALL GOVERN; PROVIDED FURTHER, THAT IN THE EVENT THAT, BY REASON OF MANDATORY
PROVISIONS OF LAW, ANY OR ALL OF THE ATTACHMENT, PERFECTION OR PRIORITY OF, OR
REMEDIES WITH RESPECT TO, LENDER'S LIEN ON ANY COLLATERAL IS GOVERNED BY THE
UNIFORM COMMERCIAL CODE AS ENACTED AND IN EFFECT IN A JURISDICTION OTHER THAN
THE STATE OF TEXAS, THE TERM "CODE" SHALL MEAN THE UNIFORM COMMERCIAL CODE AS
ENACTED