TERM NOTE
$10,000,000 Los Angeles, California
As of November 17, 1997
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
SANWA BUSINESS CREDIT CORPORATION, a Delaware corporation (hereinafter "Lender")
at its offices located at 550 North Brand Boulevard, Suite 950, Glendale,
California 91203, or such other place as Lender may from time to time designate
in writing, in lawful money of the United States of America, the principal sum
of Ten Million Dollars ($10,000,000), plus interest from the date hereof on the
unpaid principal balance, as set forth herein.
PRINCIPAL. The principal sum hereof shall be payable as follows:
A. Fifty-nine (59) monthly installments of $119,048 each, commencing on
December 1, 1997 and continuing on the first day of each consecutive month
thereafter through and including November 1, 2002; and
B. The entire unpaid principal balance, together with all accrued and
unpaid interest thereon and any other amounts due hereunder, shall be due and
payable on November 16, 2002.
INTEREST. Interest shall be computed at the rates and in the manner
provided in the Agreement (as defined below) and shall be payable on the first
day of each and every month (commencing December 1, 1997).
ADDITIONAL PROVISIONS. At the option of Lender, either unpaid principal
or interest or both may be charged to the undersigned's loan account with
Lender.
The makers, endorsers and guarantors of this Term Note hereby waive
presentment for payment, demand, notice of non-payment and dishonor, protest and
notice of protest; WAIVE TRIAL BY JURY in any action and/or proceeding arising
on, out of or under or by reason of this Term Note; consent to any renewals,
extensions and partial payments of this Term Note or any indebtedness for which
it is given, and consent that no such renewals extensions or partial payments
shall discharge any party hereto from liability hereon in whole or in part. If a
petition under any provision of the U.S. Bankruptcy Code or any other insolvency
statute for any relief thereunder shall be filed after the date hereof by or
against any maker, endorser or guarantor hereof, then this Term Note and all
other existing obligations of every kind of each maker, endorser or guarantor
hereof to the holder hereof shall become immediately due and payable.
It is expressly agreed that if default be made in payment of any
principal or
interest installment, as above provided, or in the payment of any other
indebtedness owing to the holder of this Term Note, the then unpaid principal
balance due and owing on this Term Note, together with interest accrued thereon,
shall forthwith become due and payable at the option of the holder hereof,
without presentment, demand, protest or notice of protest of any kind, all of
which are hereby expressly waived.
This Term Note is secured by (a) the Collateral pledged by the
undersigned pursuant to that certain Loan and Security Agreement dated as of the
date hereof (the "Agreement") between the undersigned and Lender, (b) the
collateral pledged by the undersigned pursuant to that certain Security
Agreement (Intellectual Property) dated as of the date hereof between the
undersigned and Lender, and (c) any other collateral heretofore or at any time
hereafter pledged by the undersigned to Lender. The Agreement and the Security
Agreement (Intellectual Property) are hereby incorporated herein in full by this
reference. Capitalized terms used but not defined herein shall have the meanings
given them in the Agreement. Any Default under and as defined in the Agreement
shall constitute a default hereunder. If it shall become necessary to employ
counsel to collect this obligation, or to protect or foreclose the security
therefor, the undersigned also agrees to pay reasonable attorneys' fees and
costs for the services of such counsel, whether or not suit is brought. This
Term Note may be prepaid subject to the terms and conditions of the Agreement.
Lender shall not be deemed to have waived any of its rights hereunder
or under any other agreement, instrument or paper signed by the maker unless
such waiver is in writing and signed by Lender. No delay or omission on the part
of Lender in exercising any right shall operate as a waiver thereof or of any
other right. A waiver upon any one occasion shall not be construed as a bar or a
waiver of any right or remedy as to any future occasion nor shall it establish a
custom or course of dealing.
This Term Note may not be changed, modified, amended or terminated
orally. The validity of this Term Note, its construction, interpretation and
enforcement, and the rights of the parties hereunder shall be determined under
the laws of the State of California.
[THIS SPACE INTENTIONALLY LEFT BLANK]
- 2 -
Notwithstanding anything herein to the contrary, in the event that the
Agreement is terminated by the undersigned or by Lender, then the entire unpaid
principal balance of this Term Note, together with all accrued and unpaid
interest, shall become immediately due and payable in full without presentment,
notice or demand of any kind.
NORTHERN GEOPHYSICAL OF AMERICA,
INC.
By: /s/ Ronald L. Koons
-------------------
Name: Ronald L. Koons
Title: Vice President
- 3 -