GUARANTY AGREEMENT
WHEREAS, the execution of this Guaranty Agreement is a condition to 3-D
GEOPHYSICAL, INC., a Delaware corporation ("Borrower"), borrowing money from
FIRST INTERSTATE BANK OF TEXAS, N.A., a national banking association ("Lender"),
pursuant to that certain Loan Agreement dated as of May 26, 1996, between
Borrower and Lender (such Loan Agreement, as the same may hereafter be amended
or modified from time to time, being hereinafter referred to as the "Loan
Agreement");
WHEREAS, as of the date hereof, the Guaranteed Indebtedness (defined
below) includes (i) a revolving credit loan in the amount of $3,000,000.00 and
(ii) a term loan in the original principal amount of $15,000,000.00;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the undersigned, Northern Geophysical of America,
Inc., a Delaware corporation (the "Guarantor"), hereby irrevocably and
unconditionally guarantees to Lender the full and prompt payment and performance
of the Guaranteed Indebtedness (hereinafter defined), this Guaranty Agreement
being upon the following terms:
1. The term "Guaranteed Indebtedness", as used herein, means all of the
"Obligations" (as defined in the Loan Agreement), including, without limitation,
(i) that certain promissory note in the original principal amount of $3,000,000
dated of even date herewith, (ii) that certain promissory note in the original
principal amount of $15,000,000.00 dated of even date herewith, each being
executed by Borrower and payable to the order of Lender and (iii) all renewals,
extensions and modifications thereof. The term "Guaranteed Indebtedness" shall
include future advances and any and all post-petition interest and expenses
(including attorneys' fees) whether or not allowed under any bankruptcy,
insolvency, or other similar law.
2. This instrument shall be an absolute, continuing, irrevocable, and
unconditional guaranty of payment and performance, and not a guaranty of
collection, and Guarantor shall remain liable on its obligations hereunder until
the payment and performance in full of the Guaranteed Indebtedness. No set-off,
counterclaim, recoupment, reduction, or diminution of any obligation, or any
defense of any kind or nature which Borrower may have against Lender or any
other party, or which Guarantor may have against Borrower, Lender, or any other
party, shall be available to, or shall be asserted by, Guarantor against Lender
or any subsequent holder of the Guaranteed Indebtedness or any part thereof or
against payment of the Guaranteed Indebtedness or any part thereof.
3. If Guarantor becomes liable for any indebtedness owing by Borrower
to Lender by endorsement or otherwise, other than under this Guaranty Agreement,
such liability shall not be in any manner impaired or affected hereby, and the
rights of Lender hereunder shall be cumulative of any and all other rights that
Lender may ever have against Guarantor. The exercise by Lender of any right or
remedy hereunder or under any other instrument, or at law
or in equity, shall not preclude the concurrent or subsequent exercise of any
other right or remedy.
4. In the event of default by Borrower in payment or performance of the
Guaranteed Indebtedness, or any part thereof, when such Guaranteed Indebtedness
becomes due, whether by its terms, by acceleration, or otherwise, Guarantor
shall promptly pay the amount due thereon to Lender without notice or demand,
except as expressly provided for herein, in lawful currency of the United States
of America and it shall not be necessary for Lender, in order to enforce such
payment by Guarantor, first to institute suit or exhaust its remedies against
Borrower or others liable on such Guaranteed Indebtedness, or to enforce any
rights against any collateral which shall ever have been given to secure such
Guaranteed Indebtedness. Notwithstanding anything to the contrary contained in
this Guaranty Agreement, Guarantor hereby irrevocably waives any and all rights
it may now or hereafter have under any agreement or at law or in equity
(including, without limitation, any law subrogating the Guarantor to the rights
of Lender) to assert any claim against or seek contribution, indemnification or
any other form of reimbursement from Borrower or any other party liable for
payment of any or all of the Guaranteed Indebtedness for any payment made by
Guarantor under or in connection with this Guaranty Agreement or otherwise.
5. If acceleration of the time for payment of any amount payable by
Borrower under the Guaranteed Indebtedness is stayed upon the insolvency,
bankruptcy, or reorganization of Borrower, all such amounts otherwise subject to
acceleration under the terms of the Guaranteed Indebtedness shall nonetheless be
payable by Guarantor hereunder forthwith on demand by Lender.
6. Guarantor hereby agrees that its obligations under this Guaranty
Agreement shall not be released, discharged, diminished, impaired, reduced, or
affected for any reason or by the occurrence of any event, including, without
limitation, one or more of the following events, whether or not with notice to
or the consent of Guarantor: (a) the taking or accepting of collateral as
security for any or all of the Guaranteed Indebtedness or the release,
surrender, exchange,. or subordination of any collateral now or hereafter
securing any or all of the Guaranteed Indebtedness; (b) any partial release of
the liability of Guarantor hereunder, or the full or partial release of any
other guarantor from liability for any or all of the Guaranteed Indebtedness;
(c) any disability of Borrower, or the dissolution, insolvency, or bankruptcy of
Borrower, Guarantor, or any other party at any time liable for the payment of
any or all of the Guaranteed Indebtedness; (d) any renewal, extension,
modification, waiver, amendment, or rearrangement of any or all of the
Guaranteed Indebtedness or any instrument, document, or agreement evidencing,
securing, or otherwise relating to any or all of the Indebtedness; (e) any
adjustment, indulgence, forbearance, waiver, or compromise that may be granted
or given by Lender to Borrower, Guarantor, or any other party ever liable for
any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission,
failure, or refusal of Lender to take or prosecute any action for the collection
of any of the Guaranteed Indebtedness or to foreclose or take or prosecute any
action in connection with any instrument, document, or agreement evidencing,
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securing, or otherwise relating to any or all of the Indebtedness; (g) the
unenforceability or invalidity of any or all of the Guaranteed Indebtedness or
of any instrument, document, or agreement evidencing, securing, or otherwise
relating to any or all of the Guaranteed Indebtedness; (h) any payment by
Borrower or any other party to Lender is held to constitute a preference under
applicable bankruptcy or insolvency law or if for any other reason Lender is
required to refund any payment or pay the amount thereof to someone else; (i)
the settlement or compromise of any of the Guaranteed Indebtedness; (j) the
non-perfection of any security interest or lien securing any or all of the
Guaranteed Indebtedness; (k) any impairment of any collateral securing any or
all of the Guaranteed Indebtedness; (l) the failure of Lender to sell any
collateral securing any or all of the Guaranteed Indebtedness in a commercially
reasonable manner or as otherwise required by law; (m) any change in the
corporate existence, structure, or ownership of Borrower; or (n) any other
circumstance which might otherwise constitute a defense available to, or
discharge of, Borrower or Guarantor.
7. Guarantor represents and wan-ants to Lender as follows:
(a) Guarantor is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its
incorporation, is qualified to do business in all jurisdictions in
which the nature of the business conducted by it makes such
qualification necessary and where failure to so qualify would have a
material adverse effect on its business, financial condition, or
operations.
(b) Guarantor has the corporate power and authority and legal
right to execute, deliver, and perform its obligations under this
Guaranty Agreement and this Guaranty Agreement constitutes the legal,
valid, and binding obligation of Guarantor, enforceable against
Guarantor in accordance with its respective terms, except as limited by
bankruptcy, insolvency, or other laws of general application relating
to the enforcement of creditor's rights.
(c) The execution, delivery, and performance by Guarantor of this
Guaranty Agreement have been duly authorized by all requisite action on
the part of Guarantor and do not and will not violate or conflict with
the articles of incorporation or bylaws of Guarantor or any law, rule,
or regulation or any order, writ, injunction or decree of any court,
governmental authority or agency, or arbitrator and do not and will not
conflict with, result in a breach of, or constitute a default under, or
result in the imposition of any lien upon any assets of Guarantor
pursuant to the provisions of any indenture, mortgage, deed of trust,
security agreement, franchise, permit, license, or other instrument or
agreement to which Guarantor or its properties is bound.
(d) No authorization, approval, or consent of, and no filing or
registration on with, any court, governmental authority, or third party
is necessary for the execution, delivery or performance by Guarantor of
this Guaranty Agreement or the validity or enforceability thereof.
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(e) The value of the consideration received and to be received by
as a result of Borrower and Lender entering into the Loan Agreement and
executing and delivering this Guaranty Agreement is reasonably worth at
least as much as the liability and obligation of Guarantor hereunder,
and such liability and obligation and the Loan Agreement have benefited
and may reasonably be expected to benefit Guarantor directly or
indirectly.
(f) Guarantor has, independently and without reliance upon Lender
and based upon such documents and information as Guarantor has deemed
appropriate, made its own analysis and decision to enter into this
Guaranty Agreement.
(g) Guarantor hereby represents that (i) it is not insolvent as of
the date hereof and will not be rendered insolvent as a result of this
Guaranty Agreement, (ii) it is not engaged in business or a
transaction, or about to engage in a business or a transaction, for
which any property or assets remaining with such Guarantor is
unreasonably small capital, and (iii) it does not intend to incur, or
believe it will incur, debts that will be beyond its ability to pay as
such debts mature.
8. Guarantor covenants and agrees that, as long as the Guaranteed
Indebtedness or any part thereof is outstanding or Lender has any commitment
under the Loan Agreement:
(a) Guarantor will furnish promptly to Lender written notice of
the occurrence of any default under this Guaranty Agreement or a
Default under the Loan Agreement of which Guarantor his knowledge.
(b) Guarantor will furnish promptly to Lender such additional
information concerning Guarantor as Lender may request.
(c) Guarantor will obtain at any time and from time to time all
authorizations, licenses, consents or approvals as shall now or
hereafter be necessary or desirable under all applicable laws or
regulations or otherwise in connection with the execution, delivery and
performance of this Guaranty Agreement and will promptly furnish copies
thereof to Lender.
9. (a) Guarantor hereby agrees that the Subordinated Indebtedness (as
hereinafter defined) shall be subordinate and junior in right of payment to the
prior payment in full of all Guaranteed Indebtedness, and Guarantor hereby
assigns the Subordinated Indebtedness to Lender as security for the Guaranteed
Indebtedness. If any sums shall be paid to Guarantor by Borrower or any other
person or entity on account of the Subordinated Indebtedness, such sums shall be
held in trust by Guarantor for the benefit of Lender and shall forthwith be paid
to Lender without affecting the liability of Guarantor under this Guaranty
Agreement and may be applied by Lender against the Guaranteed Indebtedness in
such order and manner as Lender may determine in its sole
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discretion. Upon the request of Lender, Guarantor shall execute, deliver, and
endorse to Lender such documents and instruments as Lender may request to
perfect, preserve, and enforce its rights hereunder. For purposes of this
Guaranty Agreement, the term "Subordinated Indebtedness" means all indebtedness,
liabilities, and obligations of Borrower to Guarantor, whether such
indebtedness, liabilities, and obligations now exist or are hereafter incurred
or arise, or whether the obligations of Borrower thereon are direct, indirect,
contingent, primary, secondary, several, joint and several, or otherwise, and
irrespective of whether such indebtedness, liabilities, or obligations are
evidenced by a note, contract, open account, or otherwise, and irrespective of
the person or persons in whose favor such indebtedness, obligations, or
liabilities may, at their inception, have been, or may hereafter be created, or
the manner in which they have been or may hereafter be acquired by Guarantor.
(b) Guarantor agrees that any and all liens, security interests,
judgment liens, charges, or other encumbrances upon Borrower's assets securing
payment of any Subordinated Indebtedness shall be and remain inferior and
subordinate to any and all liens, security interests, judgment liens, charges,
or other encumbrances upon Borrower's assets securing payment of the Guaranteed
Indebtedness or any part thereof, regardless of whether such encumbrances in
favor of Guarantor or Lender presently exist or are hereafter created or
attached. Without the prior written consent of Lender, Guarantor shall not (i)
file suit against Borrower or exercise or enforce any other creditor's right it
may have against Borrower, or (ii) foreclose, repossess, sequester, or otherwise
take steps or institute any action or proceedings (j)udicial or otherwise,
including without limitation the commencement of, or joinder in, any
liquidation, bankruptcy, rearrangement, debtor's relief or insolvency
proceeding) to enforce any liens, security interests, collateral rights,
judgments or other encumbrances held by Guarantor on assets of Borrower.
(c) In the event of any receivership, bankruptcy, reorganization,
rearrangement, debtor's relief, or other insolvency proceeding involving
Borrower as debtor, Lender shall have the right to prove and vote any claim
under the Subordinated Indebtedness and to receive directly from the receiver,
trustee or other court custodian all dividends, distributions, and payments made
in respect of the Subordinated Indebtedness. Lender may apply any such
dividends, distributions, and payments against the Guaranteed Indebtedness in
such order and manner as Lender may determine in its sole discretion.
(d) Guarantor agrees that all promissory notes, accounts receivable,
ledgers, records, or any other evidence of Subordinated Indebtedness shall
contain a specific written notice thereon that the indebtedness evidenced
thereby is subordinated under the terms of this Guaranty Agreement.
10. No amendment or waiver of any provision of this Guaranty Agreement
or consent to any departure by the Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by Lender. No failure
on the part of Lender to exercise, and no delay in exercising, any right, power,
or privilege hereunder shall operate as a waiver thereof; nor
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shall any single or partial exercise of any right, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
11. Any acknowledgment or new promise, whether by payment of principal
or interest or otherwise and whether by Borrower or others (including
Guarantor), with respect to any of the Guaranteed Indebtedness shall, if the
statute of limitations in favor of Guarantor against Lender shall have commenced
to run, toll the running of such statute of limitations and, if the period of
such statute of limitations shall have expired, prevent the operation of such
statute of limitations.
12. This Guaranty Agreement is for the benefit of Lender and its
successors and assigns, and in the event of an assignment of the Guaranteed
Indebtedness, or any part thereof, the rights and benefits hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty Agreement is binding not only on Guarantor, but on
Guarantor's successors and assigns.
13. Guarantor recognizes that Lender is relying upon this Guaranty
Agreement and the undertakings of Guarantor hereunder in making extensions of
credit to Borrower under the Loan Agreement and further recognizes that the
execution and delivery of this Guaranty Agreement is a material inducement to
Lender in entering into the Loan Agreement. Guarantor hereby acknowledges that
there are no conditions to the full effectiveness of this Guaranty Agreement.
14. This Guaranty Agreement is executed and delivered as an incident to
a lending transaction negotiated, consummated, and performable in Harris County,
Texas, and shall be governed by and construed in accordance with the laws of the
State of Texas. Any action or proceeding against Guarantor under or in
connection with this Guaranty Agreement may be brought in any state or federal
court in Harris County, Texas. Guarantor hereby irrevocably (i) submits to the
nonexclusive jurisdiction of such courts, and (ii) waives any objection it may
now or hereafter have as to the venue of any such action or proceeding brought
in such court or that such court is an inconvenient forum. Guarantor agrees that
service of process upon it may be made by certified or registered mail, return
receipt requested, at its address specified below. Nothing herein shall affect
the right of Lender to serve process in any other matter permitted by law or
shall limit the right of Lender to bring any action or proceeding against
Guarantor or with respect to any of Guarantor's property in courts in other
jurisdictions. Any action or proceeding by Guarantor against Lender shall be
brought only in a court located in Harris County, Texas.
15. Guarantor shall pay on demand all attorneys' fees and all other
costs and expenses incurred by Lender in connection with the preparation,
administration, enforcement, or collection of this Guaranty Agreement.
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16. Except as expressly provided for herein, Guarantor hereby waives
promptness, diligence, notice of any default under the Guaranteed Indebtedness,
demand of payment, notice of acceptance of this Guaranty Agreement, presentment,
notice of protest, notice of dishonor, notice of intent to accelerate, notice of
acceleration, notice of the incurring by Borrower of additional indebtedness,
and all other notices and demands with respect to the Guaranteed Indebtedness
and this Guaranty Agreement. Without limiting the generality of the foregoing,
Guarantor unconditionally waives, to the extent permitted by law, (a) notice of
any of the matters referred to in Section 6 above, (b) all notices which may be
required by statute, rule of law or otherwise, now or hereafter in effect, to
preserve intact any rights against Guarantor, including, without limitation, any
demand, presentment and protest, proof of notice of non-payment under any of the
Loan Documents and notice of any Event of Default or any failure on the part of
Borrower, Guarantor or any other guarantor of the Obligations to perform or
comply with any covenant, agreement, term or condition of any of the Loan
Documents, (b) any right to the enforcement, assertion or exercise against
Borrower, Guarantor or any other guarantor of the Obligations and the Guaranteed
Indebtedness, as applicable, of any right or remedy conferred under any of the
Loan Documents, (d) any requirement of diligence on the part of any Person, (e)
any requirement to exhaust any remedies or to mitigate the damages resulting
from any default under any of the Loan Documents, (f) any notice of any sale,
transfer or other disposition of any right, tide or interest of Lender under any
of the Loan Documents and (g) any rights of Guarantor pursuant to Chapter 34 of
the Texas Business and Commerce Code, as amended.
17. The Loan Agreement, and all of the terms thereof, are incorporated
herein by reference, the same as if stated verbatim herein, and Guarantor agrees
that Lender may exercise any and all rights granted to it under the Loan
Agreement and the other Loan Documents (as defined in the Loan Agreement)
without affecting the validity or enforceability of this Guaranty Agreement.
18. Guarantor hereby represents and wan-ants to Lender that Guarantor
has adequate means to obtain from Borrower on a continuing basis information
concerning the financial condition and assets of Borrower and that Guarantor is
not relying upon Lender to provide (and Lender shall have no duty to provide)
any such information to Guarantor either now or in the future.
19. THIS GUARANTY AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT OF
GUARANTOR AND LENDER WITH RESPECT TO GUARANTOR'S GUARANTY OF THE GUARANTEED
INDEBTEDNESS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL RELATING TO THE
SUBJECT MATTER HEREOF. THIS GUARANTY AGREEMENT IS INTENDED BY GUARANTOR AND
LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THE GUARANTY
AGREEMENT, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO COURSE OF
PERFORMANCE, NO
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TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE
USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY
AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.
20. THE PARTIES AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THE
CURRENT ARBITRATION PROGRAM OF LENDER, WHICH IS INCORPORATED HEREIN BY REFERENCE
AND ACKNOWLEDGED AS RECEIVED BY THE PARTIES PURSUANT TO WHICH ANY AND ALL
DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST OF
ANY PARTY.
21. (a) All payments payable hereunder in respect of the Guaranteed
Obligations shall be payable by Guarantor to Beneficiary in the currency in
which the Guaranteed Obligations are expressed (herein called the "Required
Currency"). The obligation of Guarantor to make payment in the Required Currency
shall not be discharged or satisfied by any payment or tender, or any recovery
pursuant to any judgment or order, which is or is expressed in or converted into
any currency other than the Required Currency, except to the extent such
payment, tender or recovery shall result in the actual receipt by Beneficiary of
the full amount of the Required Currency expressed to be payable hereunder.
Without limiting the generality of the foregoing, Guarantor authorizes
Beneficiary, on any payment, tender or recovery in a currency other than the
Required Currency, to purchase in accordance with its normal procedures,
Required Currency with the amount of such other currency so tendered or
recovered. The obligation of Guarantor to make payments in the Required Currency
shall be enforceable as an alternative or additional cause of action for the
purpose of recovery in the Required Currency of the amount (if any) by which
such actual receipt shall fall short of the full amount due hereunder and shall
not be affected by judgment being obtained for any other sums due under this
Guaranty.
(b) All payments made to Beneficiary hereunder shall be made in the
Required Currency for value on the day on which payment is due, without any
setoff or counterclaim, free and clear of and without deduction or withholding
for or on account of, any present or future taxes now or hereafter imposed by
any governmental or other authority. As used herein, the term "Taxes" shall
include all withholding, income, gains, excise, stamp and other taxes of
whatever nature as well as all withholding, levies, imports, duties, charges or
fees of whatever nature. If Guarantor is compelled by law to make any such
deductions or withholdings, it will pay such additional amounts as may be
necessary in order that the net amount received and retained by Beneficiary
after such deduction or withholdings (including any required deduction or
withholding on such additional amounts) shall equal the amount it would have
received and retained had no such deductions or withholdings been required to be
made, and it will provide Beneficiary with evidence satisfactory to Beneficiary
that it has paid such deduction or
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withholdings. Guarantor hereby agrees to indemnify Beneficiary and hold it
harmless against all losses, costs, expenses or other amounts incurred or
suffered by Beneficiary by reason of the failure of Guarantor to perform its
obligations under this clause (b).
22. WITH RESPECT TO ANY AND ALL DISPUTES ARISING HEREUNDER, UNDER THE
NOTES, UNDER THE OTHER GUARANTEED OBLIGATIONS, OR UNDER ANY OF THE OTHER
INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THEREWITH NOT
SETTLED OR SUBJECT TO ARBITRATION, PURSUANT TO ANY ARBITRATION PROGRAM
REFERENCED TO HEREIN, GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AND ANY OTHER DOCUMENT TO WHICH IT IS A
PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF ANY
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
TEXAS, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
TEXAS, AND APPELLATE COURTS FROM ANY THEREOF;
(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN IMPROPER VENUE OR AN INCONVENIENT COURT AND AGREES
NOT TO PLEAD OR CLAIM THE SAME;
(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY
BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS ADDRESS
SPECIFIED ON THE SIGNATURE PAGE HEREOF;
(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
IN ANY OTHER JURISDICTION;
(e) DESIGNATES AND APPOINTS MIKE WEBB, WHOSE ADDRESS ON THE DATE HEREOF
IS 1990 POST OAK BLVD., SUITE 1670, HOUSTON, TEXAS 77056 (HEREINAFTER CALLED THE
"PROCESS AGENT"), AS ITS ATTORNEY-IN-FACT IN THE UNITED STATES OF AMERICA, TO
RECEIVE SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING, IT BEING AGREED
THAT SERVICE UPON SUCH ATTORNEY-IN-FACT SHALL CONSTITUTE VALID SERVICE UPON IT
OR ITS SUCCESSORS AND ASSIGNS;
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(f) AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS DESIGNATION OF
THE PROCESS AGENT SET FORTH ABOVE IS MADE FOR THE EXPRESS BENEFIT OF PAYEE;
(g) AGREES THAT A FINAL JUDGMENT AGAINST IT IN ANY ACTION, SUIT OR
PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED, IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW, A CERTIFIED OR TRUE
COPY OF WHICH FINAL JUDGMENT BEING CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF
ANY OF ITS LIABILITY THEREIN DESCRIBED; AND
(h) COVENANTS AND AGREES THAT SO LONG AS THIS NOTES SHALL BE UNPAID, IT
SHALL MAINTAIN A DULY APPOINTED AGENT FOR THE SERVICE OF SUMMONS AND OTHER LEGAL
PROCESS IN HOUSTON, TEXAS, U.S.A.
23. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS, AND THE INSTRUMENTS AND
DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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24. Language. All notices, communications, evidences, reports,
opinions, financial statements and other documents given under this Guaranty,
unless submitted in the English language shall be accompanied by one certified
copy of an English translation thereof for each copy of the foregoing so
submitted and the English version shall govern in the event of any conflict with
the non-English version thereof.
EXECUTED as of the 29th day of May, 1996.
GUARANTOR:
NORTHERN GEOPHYSICAL
OF AMERICA, INC.,
a Delaware corporation
By:_________________________________
J.D. White, Treasurer
Address: 76 S. Alton Way.
Englewood, Colorado 80112
Fax No.: (303) 290-0447
Telephone No.: (303) 741-3700
Attention: President
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