TPG SPECIALTY LENDING, INC. New York, NY 10019Financing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
This letter sets forth certain fees payable by Global Geophysical Services, Inc., a Delaware corporation (the "Company") in connection with the Financing Agreement, dated as of September 30, 2013 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Financing Agreement"; terms not otherwise defined herein shall have the meaning set forth in the Financing Agreement), by and among the Company, and certain Subsidiaries of the Company, as Guarantors, the Lenders from time to time party thereto, TPG Specialty Lending, Inc., a Delaware corporation ("TSL"), as administrative agent for the Lenders (in such capacity, "Administrative Agent"), as collateral agent for the Lenders (in such capacity, "Collateral Agent"), and as co-lead arranger (in such capacity, the "TSL Co-Lead Arranger"), and Tennenbaum Capital Partners, LLC ("TCP"), as co-lead arranger (in such capacity, the "TCP Co-Lead Arranger" and together with the TSL Co-Lead Arranger, each a "Co-Lead A
PLEDGE SUPPLEMENT October 31, 2013Pledge Supplement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
This PLEDGE SUPPLEMENT is delivered by GGS Lease Co., Inc. (formerly Paisano Lease Co., Inc.), a Texas corporation (the “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.
SUBORDINATION AGREEMENT (INTERCOMPANY)Financing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
INTERCOMPANY SUBORDINATION AGREEMENT, dated as of September 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is made by the Obligors (as defined below) in favor of TPG Specialty Lending, Inc., in its capacity as collateral agent for the Agents and the Lenders (as such terms are defined below) (in such capacity, together with any successors and assigns, the "Collateral Agent").
TPG SPECIALTY LENDING, INC.Financing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
Reference is made to (a) the Financing Agreement, dated as of September 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Financing Agreement"), by and among Global Geophysical Services, Inc., a Delaware corporation ("Company") and certain Subsidiaries of Company, as Guarantors, the Lenders from time to time party thereto, and TPG Specialty Lending, Inc., as administrative agent for the Lenders (in such capacity, "Administrative Agent"), as collateral agent for the Lenders (in such capacity, "Collateral Agent"), and (b) the Forbearance Agreement, dated of March 17, 2014 (the "Forbearance Agreement"), by and among the Company, the Guarantors, the Agents and the Lenders. All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Financing Agreement.
GRANT OF A SECURITY INTEREST -- PATENTSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Global Geophysical Services, Inc. (the "Grantor") holds all right, title and interest in the letter patents, design patents and utility patents listed on the attached Schedule A, which patents are issued or applied for in the United States Patent and Trademark Office (the "Patents");
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of January 31, 2013, amongGlobal Geophysical Services, Inc. (the “Lien Grantor”), TPG Specialty Lending, Inc., as collateral agent for the Secured Lenders (as hereinafter defined) (the “Secured Party”), and Citibank, N.A. (the “Depositary Bank”). All references herein to the “UCC” refer to the Uniform Commercial Code as in effect from time to time in the State of New York. Terms defined in the UCC have the same meanings when used herein.
DEPOSIT ACCOUNT CONTROL AGREEMENT (Access Restricted after Notice)Deposit Account Control Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Deposit Account Control Agreement (the “Agreement”), dated as of the date specified on the initial signature page of this Agreement, is entered into by and among the companies listed on Exhibit "A" to this Agreement (each of which companies, individually, is hereinafter referred to as “Company”), TPG Specialty Lending, Inc., in its capacity as collateral agent (“Secured Party”) and Wells Fargo Bank, National Association (“Bank”), and sets forth the rights of Secured Party and the obligations of Bank with respect to the deposit accounts of Company at Bank identified at the end of this Agreement as the Collateral Accounts (each hereinafter referred to individually as a “Collateral Account” and collectively as the “Collateral Accounts”). Each account designated as a Collateral Account includes, for purposes of this Agreement, and without the necessity of separately listing subaccount numbers, all subaccounts presently existing or hereafter established for deposit reporting purposes a
GRANT OF A SECURITY INTEREST -- PATENTSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Global Microseismic Services, Inc. (the "Grantor") holds all right, title and interest in the letter patents, design patents and utility patents listed on the attached Schedule A, which patents are issued or applied for in the United States Patent and Trademark Office (the "Patents");
DEPOSIT ACCOUNT CONTROL (DEFAULT) AGREEMENTDeposit Account Control • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • Texas
This DEPOSIT ACCOUNT CONTROL AGREEMENT is dated as of January 27, 2014, and is by and among Global Geophysical Services, Inc., a Delaware corporation (“Customer”), TPG Specialty Lending, Inc., a Delaware corporation, as collateral agent for the Secured Parties (as defined below) (“Collateral Agent”), and AMEGY BANK NATIONAL ASSOCIATION, a national banking association (“Bank”).
DEPOSIT ACCOUNT CONTROL AGREEMENTControl Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Deposit Account Control Agreement (the "Agreement") is entered into as of February 12, 2014, among Global Geophysical Services, Inc. ("GGS"), Global Microseismic Services, Inc. ("Microseismic"), GGS Lease Co., Inc. ("Lease"), Global Eurasia, LLC, ("Eurasia", and together with GGS, Microseismic and Lease collectively, "Company"), TPG Specialty Lending, Inc. ("TPG") as collateral agent ("Collateral Agent") for the Secured Parties (as defined below), and Bank of America, N.A. ("Bank") with respect to the following:
ContractFinancing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
TPG SPECIALTY LENDING, INC.Financing Agreement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
Reference is made to (a) the Financing Agreement, dated as of September 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Global Geophysical Services, Inc., a Delaware corporation (“Company”) and certain Subsidiaries of Company, as Guarantors, the Lenders from time to time party thereto, and TPG Specialty Lending, Inc., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), as collateral agent for the Lenders (in such capacity, “Collateral Agent”, and together with the Administrative Agent, each an “Agent” and collectively, the “Agents”), (b) the invoice, dated March 20, 2014 (the “Invoice”), from Cortland Capital Markets Services (on behalf of the Administrative Agent) to the Company. All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Financing Agreement.
GRANT OF A SECURITY INTEREST -- PATENTSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Autoseis, Inc. (the "Grantor") holds all right, title and interest in the letter patents, design patents and utility patents listed on the attached Schedule A, which patents are issued or applied for in the United States Patent and Trademark Office (the "Patents");
PLEDGE SUPPLEMENT March 25, 2014Pledge Supplement • April 8th, 2014 • Global Geophysical Services Inc • Oil & gas field exploration services
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.
GRANT OF A SECURITY INTEREST --TRADEMARKSGlobal Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
WHEREAS, Global Microseismic Services, Inc. (the "Grantor") has adopted, used and is using, and holds all right, title and interest in and to, the trademarks and service marks listed on the attached Schedule A, which trademarks and service marks are registered or applied for in the United States Patent and Trademark Office (the "Trademarks");
STATE OF ____________Global Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
TPG SPECIALTY LENDING, INC. New York, NY 10019Global Geophysical Services Inc • April 8th, 2014 • Oil & gas field exploration services
Reference is made to the Fee Letter, dated as of September 30, 2013 (as amended or otherwise modified from time to time, the "Fee Letter"), by and among Global Geophysical Services, Inc., a Delaware corporation (the "Company"), TPG Specialty Lending, Inc. and Tennenbaum Capital Partners, LLC. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Fee Letter or in the Financing Agreement (as defined in the Fee Letter).
