PLEDGE SUPPLEMENT March 25, 2014
Exhibit 99.17
March 25, 2014
This PLEDGE SUPPLEMENT is delivered by Accrete Monitoring, Inc. (formerly Global Microseismic Services, Inc.), a Texas corporation, and Global Geophysical EAME, Inc. (formerly GGS Lease Co., Inc.), a Texas corporation (together, the “Grantors” and each, a “Grantor”), pursuant to (i) that certain Pledge and Security Agreement, dated as of September 30, 2013 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among the Grantors named therein, and TPG SPECIALTY LENDING, INC., as the Collateral Agent and (ii) Section 5.1(n) of the Financing Agreement referred to therein (the “Financing Agreement”). Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
Each Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of such Grantor's right, title and interest in and to all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located. Each Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and to Section 5.1(n) of the Financing Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of the first date written above.
GLOBAL GEOPHYSICAL EAME, INC.
(formerly GGS Lease Co., Inc.)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇___________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and Chief Financial Officer
ACCRETE MONITORING, INC.
(formerly Global Microseismic Services, Inc.)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇________________
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and Chief Financial Officer
Signature page to Pledge Supplement
SUPPLEMENT TO SCHEDULE 4.1
TO PLEDGE AND SECURITY AGREEMENT
Additional Information:
|
(A)
|
Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:
|
|
Full Legal
Name
|
Type of
Organization
|
Jurisdiction of
Organization
|
Chief Executive
Office/Sole Place
of Business (or
Residence if Grantor is a
Natural Person)
|
Organization I.D.#
|
|
Global Geophysical EAME, Inc.
|
Corporation
|
Texas
|
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇
|
801330340
|
|
Accrete Monitoring, Inc.
|
Corporation
|
Texas
|
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇
|
801304041
|
|
(C)
|
Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:
|
|
Name of Grantor
|
Date of Change
|
Description of Change
|
|
Accrete Monitoring, Inc.
|
3/12/2014
|
Name Change from Global Microseismic Services, Inc. to Accrete Monitoring, Inc.
|
|
Global Geophysical EAME, Inc.
|
3/3/2014
|
Name Change from GGS Lease Co., Inc. to Global Geophysical EAME, Inc.
|
|
Global Geophysical EAME, Inc.
|
10/17/2013
|
Name Change from Paisano Lease Co., Inc. to GGS Lease Co., Inc.
|
|
Global Geophysical EAME, Inc.
|
10/25/2010
|
Name Change from Paisano Lease Company Acquisition Corp. to Paisano Lease Co., Inc.
|
|
Accrete Monitoring, Inc.
|
9/22/2010
|
Name Change from Global Microseismic, Inc. to Global Microseismic Services, Inc.
|
Supplement to Schedule 4.1
|
(E)
|
Financing Statements:
|
|
Name of Grantor
|
Filing Jurisdiction
|
|
Accrete Monitoring, Inc.
|
Texas
|
|
Global Geophysical EAME, Inc.
|
Texas
|
Supplement to Schedule 4.1
SUPPLEMENT TO SCHEDULE 4.4
TO PLEDGE AND SECURITY AGREEMENT
Additional Information:
(A)
|
Grantor
|
Issuer
|
Type of Entity and Country of Issuer
|
Cert. No. (if applicable)
|
% of
Outstanding
Interest of the
Issuer Owned
by Grantor
|
% of the
Interest
owned by the
Grantor being
Pledged
|
No. of Shares
Pledged
(if applicable)
|
|
Global Geophysical Services, Inc.
|
Global Geophysical EAME, Inc. (formerly GGS Lease Co., Inc.)
|
Corporation (Texas)
|
5
|
100%
|
100%
|
10,000 shares
|
|
Global Geophysical Services, Inc.
|
Accrete Monitoring, Inc. (formerly Global Microseismic Services, Inc.)
|
Corporation (Texas)
|
3
|
100%
|
100%
|
1,000 shares
|
Deposit Accounts1:
|
Company
|
Bank or Broker
|
Address
|
Account No.
|
Account Type
|
|
Global Geophysical EAME, Inc. (formerly GGS Lease Co., Inc.)
|
Bank of America
|
Bank of America
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
Lease
|
|
Global Geophysical EAME, Inc. (formerly GGS Lease Co., Inc.)
|
▇▇▇▇▇ Fargo
|
▇▇▇▇▇ Fargo Bank
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
9043440404
|
Operating
|
|
Accrete Monitoring, Inc. (formerly Global Microseismic Services, Inc.)
|
Bank of America
|
Bank of America
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
|
▇▇▇▇▇▇▇▇▇▇▇▇
|
Payments to Microseismic
|
1 Name changes are being processed by the depositary bank.
Supplement to Schedule 4.4
SUPPLEMENT TO SCHEDULE 4.7
TO PLEDGE AND SECURITY AGREEMENT
INTELLECTUAL PROPERTY
C and D. Patents and Patent Licenses:
|
Company
|
Country
|
Title
|
Application or
Patent No.
|
Filing Date
|
Issue Date
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Method for 4D Permeability Analysis of Geologic Fluid Reservoirs
|
6,389,361
|
05/14/02
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Method and Apparatus for Imaging Permeability Pathways of Geologic Fluid Reservoirs Using Seismic Emission Tomography
|
7,127,353
|
10/24/06
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Methods, Devices, and Components for Securing or Coupling Geophysical Sensors to a Borehole
|
13/302,718
|
11/22/11
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Method for Imaging Microseismic Events Using an Azimuthally-Dependent Focal Mechanism
|
13/277,178
|
10/01/11
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Fracture Imaging Methods Employing Skeletonization of Seismic Emission Tomography
|
13/070,442
|
03/23/11
|
Supplement to Schedule 4.7
|
Company
|
Country
|
Title
|
Application or
Patent No.
|
Filing Date
|
Issue Date
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Using a Drill Bit as a Seismic Source for SET Velocity Analysis
|
13/302,009
|
11/22/11
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Tomographic Imaging of Fracture-Fault Permeability Zones during Drilling Operations
|
13/345,646
|
01/06/12
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Microseismic Data Acquisition Array and Corresponding Method
|
13/277,189
|
10/19/11
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Methods, Systems and Devices for Near-Well Fracture Monitoring Using Tomographic Fracture Imaging Techniques
|
13/831,591
|
03/15/13
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Method for Assessing the Effectiveness of Modifying Transmissive Networks of Natural Reservoirs
|
13/831,619
|
03/15/13
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
USA
|
Method for Assessing the Effectiveness of Modifying Transmissive Networks of Natural Reservoirs
|
61/778,358
|
03/12/13
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
Canada
|
Method for 4D Permeability Analysis of Geologic Fluid Reservoirs
|
CA 2347435
|
07/31/2007
|
Supplement to Schedule 4.7
|
Company
|
Country
|
Title
|
Application or
Patent No.
|
Filing Date
|
Issue Date
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
Canada
|
Method and Apparatus for Imaging Permeability Pathways of Geologic Fluid Reservoirs Using Seismic Emission Tomography
|
CA 2620819
|
08/26/2005
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
Japan
|
Method for 4D Permeability Analysis of Geologic Fluid Reservoirs
|
JP 4509382
|
05/14/2010
|
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.)
|
Mexico
|
Fracture Imaging Methods Employing Skeletonization of Seismic Emission Tomography
|
MX/a/2012/003553
|
02/07/2012
|
E and F. Trademarks and Trademark Licenses:
|
Company
|
Country
|
Trademark
|
Application or
Registration No.
|
Filing Date
|
Registration Date
|
|
Accrete Monitoring, Inc.
(formerly Global Microseismic Services, Inc.).
|
USA
|
GLOBAL MICROSEISMIC SERVICES
|
3930326
|
N/A
|
03/08/2011
|
Supplement to Schedule 4.7