Global Geophysical Services Inc - FORM 8-K - EX-99.20 - EXHIBIT 99.20 - April 7, 2014

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8-K - FORM 8-K - Global Geophysical Services Incf8k_040714.htm
EX-99.18 - EXHIBIT 99.18 - Global Geophysical Services Incexh_9918.htm
EX-99.9 - EXHIBIT 99.9 - Global Geophysical Services Incexh_999.htm
EX-99.12 - EXHIBIT 99.12 - Global Geophysical Services Incexh_9912.htm
EX-99.8 - EXHIBIT 99.8 - Global Geophysical Services Incexh_998.htm
EX-99.14 - EXHIBIT 99.14 - Global Geophysical Services Incexh_9914.htm
EX-99.5 - EXHIBIT 99.5 - Global Geophysical Services Incexh_995.htm
EX-99.1 - EXHIBIT 99.1 - Global Geophysical Services Incexh_991.htm
EX-99.10 - EXHIBIT 99.10 - Global Geophysical Services Incexh_9910.htm
EX-99.17 - EXHIBIT 99.17 - Global Geophysical Services Incexh_9917.htm
EX-99.13 - EXHIBIT 99.13 - Global Geophysical Services Incexh_9913.htm
EX-99.16 - EXHIBIT 99.16 - Global Geophysical Services Incexh_9916.htm
EX-99.11 - EXHIBIT 99.11 - Global Geophysical Services Incexh_9911.htm
EX-99.7 - EXHIBIT 99.7 - Global Geophysical Services Incexh_997.htm
EX-99.2 - EXHIBIT 99.2 - Global Geophysical Services Incexh_992.htm
EX-99.3 - EXHIBIT 99.3 - Global Geophysical Services Incexh_993.htm
EX-99.6 - EXHIBIT 99.6 - Global Geophysical Services Incexh_996.htm
EX-99.15 - EXHIBIT 99.15 - Global Geophysical Services Incexh_9915.htm
EX-99.19 - EXHIBIT 99.19 - Global Geophysical Services Incexh_9919.htm
Exhibit 99.20
 
TPG SPECIALTY LENDING, INC.
888 7th Avenue, 4th Floor
New York, NY 10019
 
PERSONAL AND CONFIDENTIAL
 
  December 3, 2013
 
 
Global Geophysical Services, Inc.
13927 South Gessner Road
Missouri City, TX 77489

Amendment to Fee Letter
 
Ladies and Gentlemen:
 
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).
 
The parties hereto wish to amend the Fee Letter as follows:
 
1.           Section 3 and Section 4 of the Fee Letter are hereby amended by deleting each instance of the phrase "the first anniversary of the Closing Date" contained therein, and inserting the phrase "the date that is 18 months following the Closing Date" in its stead.
 
2.           Section 4 of the Fee Letter is hereby amended by deleting the grid contained therein and inserting the following grid in its stead:
 
 
Relevant period (number of
calendar months elapsed since
the Closing Date)
Prepayment Premium as a
percentage of the
amount so paid
after 18 and on or prior to 30
3.0%
after 30
0%

 
Except as otherwise expressly provided herein, the Fee Letter is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof (A) all references in the Fee Letter to "this Fee Letter", "hereto", "hereof", "hereunder" or words of like import referring to the Fee Letter shall mean the Fee Letter as amended and modified by this amendment, and (B) all references in any Loan Document to the "Fee Letter", "thereto", "thereof", "thereunder" or words of like import referring to the Fee Letter shall mean the Fee Letter as amended and modified by this amendment.  This amendment shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Fee Letter which terms and conditions shall remain in full force and effect.
 
 
 
 
Global Geophysical Services, Inc.
December 3, 2013
Page 2
 
 
Please note that this amendment to the Fee Letter is exclusively for the information of the senior management of the Company and may not be disclosed by the Company to any third party other than the Company's officers, directors, agents, attorneys and advisors who are directly involved in the Financing Agreement to the extent such persons agree or are otherwise obligated to hold the same in confidence or circulated or referred to publicly, except to the extent expressly set forth in the Financing Agreement.
 
This amendment shall become effective on the First Amendment Effective Date (as defined in the First Amendment) and shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law.
 
This amendment may be executed in any number of counterparts, each of which when executed shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed counterpart of a signature page of this amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
 
[Remainder of page intentionally left blank]
 
 
 
 
 
 
 
 

Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this amendment, which shall become a binding agreement upon execution and delivery of this amendment by each party hereto.
 

 
Very truly yours,
 
 
 
TPG SPECIALTY LENDING, INC., as Collateral
Agent and Co-Lead Arranger
 
 
  By:
/s/ MICHAEL FISHMAN                                 
   
Name: Michael Fishman
Title: CEO
 
 
TENNENBAUM CAPITAL PARTNERS, LLC,
as Co-Lead Arranger
 
 
  By:
/s/ DAVID ADLER                                                
   
Name: David Adler
Title: Partner
 

 
 
 
 
ACCEPTED AS OF THE DATE FIRST
WRITTEN ABOVE:
 
GLOBAL GEOPHYSICAL SERVICES, INC.
 
 
By: 
/s/ P. MATHEW VERGHESE             
 
Name: P. Mathew Verghese
 
Title:  Senior Vice President and Chief
           Financial Officer

 
 
 
 
 
 
 
 
 


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