RENEWAL. EXTENSION AND
MODIFICATION AGREEMENT
THE STATE OF
TEXAS §
COUNTY OF VICTORIA § KNOW ALL MEN BY THESE
PRESENTS:
THAT WHEREAS,
Mitcham Industries, Inc., hereinafter referred to as
Borrower” (whether one or more), executed a promissory note
to First Victoria National Bank, hereinafter referred to as
“Lender,” in the original principal sum of Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00), dated the
27 th
day of June, 2005, and bearing
interest at the prime rate published in the Wall Street Journal, as
therein provided; and
WHEREAS, said note
evidences a Loan described in and governed by the terms of a Loan
Agreement of the same date (the “Loan Agreement”)
between Borrower and Lender, which loan is secured by security
interests granted by Borrower to Lender in all assets of Borrower
under the terms of the Loan Agreement and a separate security
agreement of the same date between Borrower and Lender (the
“Security Agreement”) and by the assignment of
Borrower’s rights under leases of equipment owned or
thereafter acquired by Borrower and leased to other parties (the
“Lease and Rental Assignment”); and
WHEREAS. Lender is
the present owner and holder of said note, which has no present
principal balance and
WHEREAS, in
consideration of the covenants contained herein and in the Loan
Agreement, the Borrower and Lender now wish to enter into the
following agreement to modify the terms of the aforementioned note
and extend the maturity thereof, and to confirm, ratify, renew, and
carry forward all of the security interests and collateral securing
same:
NOW, THEREFORE, it
is hereby agreed by Borrower and Lender that the above described
note shall be modified and that the principal of said note shall
continue to bear interest from date of advance until paid at the
prime rate published in the Wall Street Journal as being the base
rate on corporate loans established by a selected number of the
largest banks in the United States, as such published prime rate is
determined daily by Lender. In the event more than one such prime
rate is published by the Wall Street Journal, the highest of such
rates shall be used to determine the interest rate on this note. No
representation is made that such prime rate is the lowest or best
rate charged by any bank to its customers. In the event the prime
rate published in the Wall Street Journal should cease to be
available for any reason, Lender shall select an index comparable
to such prime rate to determine the rate of interest on this note
on the next Adjustment Date.
Notwithstanding
any other provision in this note or any other loan document to the
contrary, Lender shall not charge or collect and Lender does not
intend to contract for interest in
