SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): September 16, 2009
TGC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Texas |
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001-32472 |
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74-2095844 |
(State of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
101 E. Park Blvd., Suite 955
Plano, TX 75074
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (972) 881-1099
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Amendment to Credit Facility
On September 16, 2009, TGC Industries, Inc. ( TGC or the Company ) entered into an Amended and Restated Loan and Security Agreement (the Loan Agreement ) for the purpose of renewing and extending the Companys line of credit with its lender, Sovereign Bank, a Texas state bank. In connection with such Loan Agreement, TGC signed an Amended and Restated Promissory Note (the Note ). The Note allows TGC to borrow, repay, and re-borrow from time to time until September 16, 2010, up to the lesser of $5,000,000 or 80% of the Companys eligible accounts receivable, and provides for an interest rate of the greater of the prime rate as quoted in the Wall Street Journal or five percent (5%). As collateral for such indebtedness, the Loan Agreement grants to Sovereign Bank a security interest covering all of the Companys accounts receivable. The Loan Agreement provides for non-financial and financial covenants, including a minimum debt service coverage ratio in excess of 2.0 to 1.0 and a ratio of debt to worth not in excess of 1.25 to 1.0. As of this date, the Company has not drawn down any amounts under this line of credit. Copies of the Loan Agreement and the Note are being filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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10.1 |
Amended and Restated Loan and Security Agreement by and between TGC Industries, Inc. and Sovereign Bank, dated September 16, 2009. |
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10.2 |
Amended and Restated Promissory Note by and between TGC Industries, Inc. and Sovereign Bank, dated September 16, 2009. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TGC INDUSTRIES , INC. |
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Date: September 22, 2009 |
By: |
/s/ Wayne A. Whitener |
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Wayne A. Whitener |
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President and CEO |
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(Principal Executive Officer) |
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Exhibit 10.1
SOVEREIGN BANK LOAN NO. 17003864
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this Agreement ) dated as of SEPTEMBER 16, 2009 (the Closing Date ), will serve to set forth the terms of the Credit Facility by and between SOVEREIGN BANK , a Texas state bank (together with its successors and assigns, Lender ) and TGC INDUSTRIES, INC. , a Texas corporation ( Debtor ).
RECITALS
WHEREAS, Lender and Debtor entered into that certain (1) BUSINESS LOAN AGREEMENT dated as of SEPTEMBER 16, 2008 , pursuant to which Lender agreed to make a credit facility available to Debtor on the terms and conditions set forth therein (as amended, modified and restated from time to time, the Original Loan Agreement ), and (2) COMMERCIAL SECURITY AGREEMENT dated as of SEPTEMBER 16, 2008 (as amended, modified and restated from time to time, the Original Security Agreement , and together with the Original Loan Agreement, the Original Agreements , and together with the other agreements, notes, instruments and documents evidencing, securing, governing, guaranteeing or pertaining thereto, the Original Loan Documents ); and
WHEREAS, the parties hereto desire to amend the Original Loan Agreement and the Original Security Agreement as hereinafter provided and have agreed for purposes of clarity and ease of administration, to amend the Original Loan Agreement and the Original Security Agreement and then restate and supersede such agreements in their entirety by means of this Agreement; and
NOW THEREFORE , the parties hereto, intending to be legally bound, agree as follows:
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The term Collateral , as used herein, shall also include all SUPPORTING OBLIGATIONS, PRODUCTS and PROCEEDS of all of the foregoing (including without limitation, insurance payable by reason of loss or damage to the foregoing property).
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All words and phrases used herein shall have the meaning specified in the Code except to the extent such meaning is inconsistent with this Agreement. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words hereof, herein, and hereunder and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Any accounting term used in the Loan Documents shall have, unless otherwise specifically provided therein, the meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed, unless otherwise specifically provided therein, in accordance with GAAP consistently applied; provided, that all financial covenants and calculations in the Loan Documents shall be made in accordance with GAAP as in effect on the Closing Date unless Debtor and Lender shall otherwise specifically agree in writing. That certain items or computations are explicitly modified by the phrase in accordance with GAAP shall in no way be construed to limit the foregoing.
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Federal Tax Identification Number |
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State Filing Number |
74-2095844 |
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0051318400 |
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Nothing contained in this Agreement shall be construed to limit the events of default enumerated in any of the other Loan Documents and all such events of default shall be cumulative.
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Debtor agrees that in the event Debtor is entitled to receive any notice under the Code, as it exists in the state governing any such notice, of the sale or other disposition of any Collateral, reasonable notice shall be deemed given when such notice is deposited in a depository receptacle under the care and custody of the United States Postal Service, postage prepaid, at Debtors address set forth on the signature page hereof, TEN (10) days prior to the date of any public sale, or after which a private sale, of any of such Collateral is to be held. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
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REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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AGREED as of the date first written above.
LENDER: |
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ADDRESS: |
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SOVEREIGN BANK |
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6060 Sherry Lane |
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Dallas, TX 75225 |
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By: |
/s/ Stephanie Baird Velasquez |
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Name: |
Stephanie Baird Velasquez |
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Title: |
Area President |
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With copies of notices to: |
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Gardere Wynne Sewell LLP |
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1601 Elm Street, Suite 3000 |
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Dallas, TX 75201-4761 |
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Attention: Steven S. Camp |
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DEBTOR: |
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ADDRESS: |
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TGC INDUSTRIES, INC. |
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101 E. Park Blvd., Suite 955 |
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Plano, TX 75074 |
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By: |
/s/ Wayne Whitener |
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Name: |
Wayne Whitener |
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Title: |
President & CEO |
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SCHEDULE 1(t)
TO
LOAN AND SECURITY AGREEMENT
Existing Liens
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Exhibit 10.2
SOVEREIGN BANK LOAN NO. 17003864
AMENDED AND RESTATED
PROMISSORY NOTE
$5,000,000.00 |
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SEPTEMBER 16, 2009 |
FOR VALUE RECEIVED , TGC INDUSTRIES, INC. , a Texas corporation ( Debtor ) unconditionally promises to pay to the order of SOVEREIGN BANK , a Texas state bank (together with its successors and assigns, Lender ), without setoff, at its offices at 6060 Sherry Lane, Dallas (Dallas County), TX 75225, or at such other place as may be designated by Lender, the principal amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00) , or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate (the Rate ), and in accordance with the payment schedule, indicated below. This AMENDED AND RESTATED PROMISSORY NOTE (this Note ) is executed pursuant to and evidences the Loans funded and to be funded by Lender under the Revolving Credit Facility pursuant to that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT between Debtor and Lender dated as of even date herewith (as the same may be amended, supplemented, renewed or extended from time to time, the Loan Agreement ) to which reference is made for a statement of the collateral, rights and obligations of Debtor and Lender in relation thereto; but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Debtor to pay unpaid principal of and interest on this Note when due. Capitalized terms not otherwise defined herein shall have the same meanings as in the Loan Agreement.
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NOTICE OF FINAL AGREEMENT
THIS PROMISSORY NOTE 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.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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EXECUTED as of the date first written above.
DEBTOR: |
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ADDRESS: |
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TGC INDUSTRIES, INC. |
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101 E. Park Blvd., Suite 955 |
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Plano, TX 75074 |
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By: |
/s/ Wayne Whitener |
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Name: |
Wayne Whitener |
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Title: |
President & CEO |
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