Exhibit 10.2


 


EXECUTION COPY


 


GUARANTY


 


Dated as of February 12,
2010


 


From


 


GEOKINETICS, INC.,


 


THE OTHER GUARANTORS
REFERRED TO HEREIN


 


AND


 


THE ADDITIONAL GUARANTORS
REFERRED TO HEREIN,


 


as Guarantors


 


in favor of


 


THE SECURED PARTIES REFERRED
TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN


 

















 


T  A  B  L  E  O  F  C  O  N  T  E  N
T  S


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1.  
  Guaranty; Limitation of Liability

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 2.  
  Guaranty Absolute

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 3.  
  Waivers and Acknowledgments

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 4.  
  Subrogation

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 5.  
  Payments Free and Clear of Taxes, Etc.

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 6.  
  Representations and Warranties

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 7.  
  Covenants

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 8.  
  Amendments, Guaranty Supplements, Etc.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 9.  
  Notices, Etc.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 10.  
  No Waiver; Remedies

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  Section 11.  
  Right of Set-off

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 12.  
  Indemnification

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 13.  
  Subordination

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Section 14.  
  Continuing Guaranty; Assignments under the Credit Agreement

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 15.  
  Execution in Counterparts

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 16.  
  Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  Exhibit A - Guaranty
  Supplement

  	
   

  	
   

  



 

















 


GUARANTY


 


GUARANTY dated as of February 12, 2010 made by
GEOKINETICS INC., a Delaware corporation (the “Parent”), the other
Persons listed on the signature pages hereof and the Additional Guarantors
(as defined in Section 8(b)) (the Parent, such Persons so listed
and the Additional Guarantors being, collectively, the “Guarantors”
and, individually, each a “Guarantor”) in favor of the Secured
Parties (as defined in the Credit Agreement referred to below).


 


PRELIMINARY STATEMENT.  Geokinetics Holdings USA, Inc., a
Delaware corporation (the “Company”) is party to that certain Credit
Agreement dated as of February 12, 2010 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”)
with certain Lenders party thereto and Royal Bank of Canada, as Collateral
Agent and as Administrative Agent for such Lenders.  Capitalized terms used but not otherwise
defined herein shall have the meanings assigned in the Credit Agreement.


 


Each Guarantor will derive substantial direct and
indirect benefits from the transactions contemplated by the Credit
Agreement.  It is a condition precedent
to the making of Loans by the Lenders and the issuance of Letters of Credit by
the L/C Issuers under the Credit Agreement, the entry by the Hedge Banks into
Secured Hedge Agreements from time to time and the arrangement of cash
management arrangements by the Cash Management Banks that each Guarantor shall
have executed and delivered this Guaranty.


 


NOW, THEREFORE, in consideration of the premises and
in order to induce the Lenders to make Loans and the L/C Issuers to issue
Letters of Credit under the Credit Agreement, the Hedge Banks to enter into
Secured Hedge Agreements from time to time and the Cash Management Banks to
enter into cash management arrangements from time to time, each Guarantor,
jointly and severally with each other Guarantor, hereby agrees as follows:


 


Section 1.  Guaranty; Limitation
of Liability.  (a)  Each
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
of each other Loan Party now or hereafter existing under or in respect of the
Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and
agrees to pay any and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty or any other Loan Document.  Without limiting the generality of the
foregoing, each Guarantor’s liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by any other
Loan Party to any Secured Party under or in respect of the Loan Documents but
for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.


 


(b)   Each Guarantor, and by its acceptance of this
Guaranty, the Administrative Agent and each other Secured Party, hereby
confirms that it is the intention of all such Persons that this Guaranty and
the Obligations of each Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined),
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
any similar foreign, federal or state law to the extent applicable to this
Guaranty and the Obligations of each Guarantor hereunder.  To effectuate the foregoing intention, the
Administrative Agent, the other Secured Parties and the Guarantors hereby


 

















 


irrevocably
agree that the Obligations of each Guarantor under this Guaranty at any time
shall be limited to the maximum amount as will result in the Obligations of
such Subsidiary Guarantor under this Guaranty not constituting a fraudulent
transfer or conveyance.  For purposes
hereof, “Bankruptcy Law” means any proceeding under Debtor Relief Laws.


 


(c)   Each Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be required to be made
to any Secured Party under this Guaranty or any other guaranty, such Guarantor
will contribute, to the maximum extent permitted by law, such amounts to each
other Guarantor and each other guarantor so as to maximize the aggregate amount
paid to the Secured Parties under or in respect of the Loan Documents.


 


Section 2.  Guaranty Absolute.  Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan
Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Secured Party with respect thereto.  The
Obligations of each Guarantor under or in respect of this Guaranty are independent
of the Guaranteed Obligations or any other Obligations of any other Loan Party
under or in respect of the Loan Documents, and a separate action or actions may
be brought and prosecuted against each Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against the Borrower or any other
Loan Party or whether the Borrower or any other Loan Party is joined in any
such action or actions.  The liability of
each Guarantor under this Guaranty shall be irrevocable, absolute and
unconditional irrespective of, and each Guarantor hereby irrevocably waives any
defenses it may now have or hereafter acquire in any way relating to, any or
all of the following:


 


(a)           any lack of validity or enforceability of any Loan
Document or any agreement or instrument relating thereto;


 


(b)           any change in the time, manner or place of payment of, or
in any other term of, all or any of the Guaranteed Obligations or any other
Obligations of any other Loan Party under or in respect of the Loan Documents, or
any other amendment or waiver of or any consent to departure from any Loan
Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Loan Party
or any of its Subsidiaries or otherwise;


 


(c)           any taking, exchange, release or non-perfection of any
Collateral or any other collateral, or any taking, release or amendment or
waiver of, or consent to departure from, any other guaranty, for all or any of
the Guaranteed Obligations;


 


(d)           any manner of application of Collateral or any other
collateral, or proceeds thereof, to all or any of the Guaranteed Obligations,
or any manner of sale or other disposition of any Collateral or any other
collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents or any other assets of
any Loan Party or any of its Subsidiaries;


 


(e)           any change, restructuring or termination of the corporate
structure or existence of any Loan Party or any of its Subsidiaries;


 


(f)            any failure of any Secured Party to disclose to any Loan
Party any information relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party now or hereafter known to such Secured Party (each Guarantor waiving any
duty on the part of the Secured Parties to disclose such information);


 


2

















 


(g)           the failure of any other Person to execute or deliver this
Guaranty, any Guaranty Supplement (as hereinafter defined) or any other
guaranty or agreement or the release or reduction of liability of any Guarantor
or other guarantor or surety with respect to the Guaranteed Obligations; or


 


(h)           any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation
by any Secured Party that might otherwise constitute a defense available to, or
a discharge of, any Loan Party or any other guarantor or surety.


 


This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by any
Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise, all as
though such payment had not been made.


 


Section 3.  Waivers and
Acknowledgments.  (a)  Each
Guarantor hereby unconditionally and irrevocably waives promptness, diligence,
notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that any Secured Party protect, secure, perfect or insure any Lien
or any property subject thereto or exhaust any right or take any action against
any Loan Party or any other Person or any Collateral.


 


(b)           Each Guarantor hereby unconditionally
and irrevocably waives any right to revoke this Guaranty and acknowledges that
this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.


 


(c)           Each Guarantor hereby unconditionally
and irrevocably waives (i) any defense arising by reason of any claim or
defense based upon an election of remedies by any Secured Party that in any
manner impairs, reduces, releases or otherwise adversely affects the
subrogation, reimbursement, exoneration, contribution or indemnification rights
of such Guarantor or other rights of such Guarantor to proceed against any of
the other Loan Parties, any other guarantor or any other Person or any
Collateral and (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of such Guarantor
hereunder.


 


(d)           Each Guarantor acknowledges that the
Collateral Agent may, without notice to or demand upon such Guarantor and
without affecting the liability of such Guarantor under this Guaranty,
foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby
waives any defense to the recovery by the Collateral Agent and the other
Secured Parties against such Guarantor of any deficiency after such nonjudicial
sale and any defense or benefits that may be afforded by applicable Laws.


 


(e)           Each Guarantor hereby unconditionally
and irrevocably waives any duty on the part of any Secured Party to disclose to
such Guarantor any matter, fact or thing relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of
any other Loan Party or any of its Subsidiaries now or hereafter known by such
Secured Party.


 


(f)            Each Guarantor acknowledges that it
will receive substantial direct and indirect benefits from the financing
arrangements contemplated by the Loan Documents and that the waivers set forth
in Section 2 and this Section 3 are knowingly made in contemplation
of such benefits.


 


Section 4.  Subrogation.  Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan


 


3

















 


Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor’s Obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against the Borrower,
any other Loan Party or any other insider guarantor or any Collateral, whether
or not such claim, remedy or right arises in equity or under contract, statute
or common law, including, without limitation, the right to take or receive from
the Borrower, any other Loan Party or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Guaranteed Obligations and all other amounts payable under this
Guaranty shall have been paid in full in cash, all Letters of Credit and all
Secured Hedge Agreements shall have expired or been terminated and the
Commitments shall have expired or been terminated and all Cash Management
Obligations shall have been satisfied in full. 
If any amount shall be paid to any Guarantor in violation of the
immediately preceding sentence at any time prior to the payment in full in cash
of the Guaranteed Obligations and all other amounts payable under this
Guaranty, such amount shall be received and held in trust for the benefit of
the Secured Parties, shall be segregated from other property and funds of such
Guarantor and shall forthwith be paid or delivered to the Administrative Agent
in the same form as so received (with any necessary endorsement or assignment)
to be credited and applied to the Guaranteed Obligations and all other amounts
payable under this Guaranty, whether matured or unmatured, in accordance with
the terms of the Loan Documents, or to be held as Collateral for any Guaranteed
Obligations or other amounts payable under this Guaranty thereafter
arising.  If (i) any Guarantor shall
make payment to any Secured Party of all or any part of the Guaranteed
Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guaranty shall have been paid in full in cash and (iii) any
Commitments and outstanding Letters of Credit under the Credit Agreement shall
have been terminated, the Secured Parties will, at such Guarantor’s request and
expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment made by such Guarantor pursuant to this
Guaranty.


 


Section 5.  Payments Free and
Clear of Taxes, Etc.  Any and all
payments by or on account of any obligation of any Guarantor hereunder or under
any other Loan Document shall be made free and clear of and without deduction
or withholding for any Taxes or Other Taxes on the same terms and to the same
extent that payments by the Borrower are required to be made free and clear of
Taxes and Other Taxes pursuant to Section 3.01 of the Credit
Agreement.


 


Section 6.  Representations and
Warranties.  Each Guarantor hereby
makes each representation and warranty made in the Loan Documents by the
Borrower with respect to such Guarantor and each Guarantor hereby further
represents and warrants as follows:


 


(a)           There are no conditions precedent to the effectiveness of
this Guaranty that have not been satisfied or waived.


 


(b)           Such Guarantor has, independently and without reliance
upon any Secured Party and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Guaranty and each other Loan Document to which it is or is to be a party,
and such Guarantor has established adequate means of obtaining from each other
Loan Party on a continuing basis information pertaining to, and is now and on a
continuing basis will be completely familiar with, the business, condition
(financial or otherwise), operations, performance, properties and prospects of
such other Loan Party.


 


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Section 7.  Covenants.  Each Guarantor covenants and agrees that, so
long as any part of the Guaranteed Obligations shall remain unpaid, any Letter
of Credit shall be outstanding, any Lender shall have any Commitment or any
Secured Hedge Agreement shall be in effect or any Cash Management Obligations
shall be outstanding, such Guarantor will perform and observe, and cause each
of its Subsidiaries to perform and observe, all of the terms, covenants and
agreements set forth in the Loan Documents on its or their part to be performed
or observed or that the Borrower has agreed to cause such Guarantor or such
Subsidiaries to perform or observe.


 


Section 8.  Amendments, Guaranty
Supplements, Etc.  (a)  No
amendment or waiver of any provision of this Guaranty and no consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent and the
Required Lenders, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all of the Lenders
(other than a Lender that is, at such time, a Defaulting Lender), (i) reduce
or limit the obligations of any Guarantor hereunder, release any Guarantor
hereunder or otherwise limit any Guarantor’s liability with respect to the
Obligations owing to the Secured Parties under or in respect of the Loan
Documents, (ii) postpone any date fixed for payment hereunder, (iii) change
the number of Secured Parties or the percentage of (x) the Commitments, (y) the
aggregate unpaid principal amount of the Loans or (z) the aggregate
Available Amount of outstanding Letters of Credit that, in each case, shall be
required for the Secured Parties or any of them to take any action hereunder or
(iv) release all or substantially all of the Collateral in any transaction
or series of related transactions.  Upon
the sale of a Guarantor to the extent permitted in accordance with the terms of
the Loan Documents, such Guarantor shall be automatically released from this
Guaranty.


 


(b)   Upon the execution and delivery by any Person
of a guaranty supplement in substantially the form of Exhibit A
hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional
Guarantor” and shall
become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional
Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional
Guarantor, and (ii) each reference herein to “this
Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and
each reference in any other Loan Document to the “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Guaranty, shall
mean and be a reference to this Guaranty as supplemented by such Guaranty
Supplement.


 


Section 9.  Notices, Etc.  All notices and other communications provided
for hereunder shall be in writing (including facsimile transmission, and, to
the extent permitted under Section 11.02(e) of the Credit
Agreement, in an electronic medium as specified therein) and mailed, faxed or
delivered to it, if to any Guarantor, addressed to it in care of the Borrower
at the Borrower’s address specified in Section 11.02 of the Credit
Agreement, if to any Agent or any Lender, at its address specified in Section 11.02
of the Credit Agreement, if to any Hedge Bank, at its address specified in the
Secured Hedge Agreement to which it is a party, or, as to any party, at such
other address as shall be designated by such party in a written notice to each
other party.  All such notices and other
communications shall, when mailed or faxed, be effective when deposited in the
mails, transmitted by facsimile, respectively. 
Delivery by facsimile or by electronic transmission of a .pdf copy of an
executed counterpart of a signature page to any amendment or waiver of any
provision of this Guaranty or of any Guaranty Supplement to be executed and
delivered hereunder shall be effective as delivery of an original executed
counterpart thereof.


 


Section 10.  No Waiver; Remedies.  No failure on the part of any Secured Party
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the


 


5

















 


exercise of any other
right.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 


Section 11.  Right of Set-off.  Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or
the granting of the consent specified by Section 9.02 of the Credit
Agreement to authorize the Administrative Agent to declare the Loans and Notes
due and payable pursuant to the provisions of said Section 9.02,
each Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of any Guarantor against any and all of the Obligations of such
Guarantor now or hereafter existing under the Loan Documents, irrespective of
whether such Agent or such Lender shall have made any demand under this
Guaranty or any other Loan Document and although such Obligations may be unmatured.  Each Agent and each Lender agrees promptly to
notify such Guarantor after any such set-off and application; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.  The rights of each Agent and each Lender and
their respective Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Agent, such Lender and their respective Affiliates may have.


 


Section 12.  Indemnification.  (a)  Without limitation on any other
Obligations of any Guarantor or remedies of the Secured Parties under this
Guaranty, each Guarantor shall, to the fullest extent permitted by law,
indemnify and hold harmless each Agent-Related Person, each Secured Party and
their respective Affiliates, directors, officers, employees, counsel, agents,
trustees, and attorneys-in-fact (collectively the “Indemnitees”) from
and against any and all liabilities, obligations, losses, taxes, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements of any kind or nature whatsoever which may at any time be imposed
on, incurred by or asserted against any such Indemnitee in any way relating to
or arising out of or in connection with or resulting from this Guaranty
(including, without limitation, enforcement of this Guaranty), except to the
extent such liability, obligation, loss, damage, penalty, claim, demand,
action, judgment, suit, cost, expense or disbursement is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party’s gross negligence or willful misconduct.


 


(b)           Each Guarantor hereby also agrees
that none of the Indemnitees shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any of the Guarantors or any of
their respective Affiliates or any of their respective officers, directors,
employees, agents and advisors, and each Guarantor hereby agrees not to assert
any claim against any Indemnitee on any theory of liability, for special,
indirect, consequential or punitive damages arising out of or otherwise
relating to the Facilities, the actual or proposed use of the proceeds of the
Loans or the Letters of Credit, the Loan Documents or any of the transactions
contemplated by the Loan Documents.


 


(c)           Without prejudice to the survival of
any of the other agreements of any Guarantor under this Guaranty or any of the
other Loan Documents, the agreements and obligations of each Guarantor
contained in Section 1(a) (with respect to enforcement
expenses), the last sentence of Section 2, Section 5
and this Section 12 shall survive the payment in full of the
Guaranteed Obligations and all of the other amounts payable under this Guaranty.


 


Section 13.  Subordination.  Each Guarantor hereby subordinates any and
all debts, liabilities and other Obligations owed to such Guarantor by each
other Loan Party (the “Subordinated
Obligations”) to the Guaranteed Obligations to the extent and in the
manner hereinafter set forth in this Section 13:


 


6

















 


(a)           Prohibited Payments, Etc.  Except during the continuance of a Default
(including the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any other Loan Party), each Guarantor may receive
regularly scheduled payments from any other Loan Party on account of the
Subordinated Obligations.  After the
occurrence and during the continuance of any Default (including the commencement
and continuation of any proceeding under any Bankruptcy Law relating to any
other Loan Party), however, unless the Administrative Agent otherwise agrees,
no Guarantor shall demand, accept or take any action to collect any payment on
account of the Subordinated Obligations.


 


(b)           Prior Payment of Guaranteed Obligations.  In any proceeding under any Bankruptcy Law
relating to any other Loan Party, each Guarantor agrees that the Secured
Parties shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the
commencement of a proceeding under any Bankruptcy Law, whether or not
constituting an allowed claim in such proceeding (“Post
Petition Interest”)) before
such Guarantor receives payment of any Subordinated Obligations.


 


(c)           Turn-Over. 
After the occurrence and during the continuance of any Default
(including the commencement and continuation of any proceeding under any
Bankruptcy Law relating to any other Loan Party), each Guarantor shall, if the
Administrative Agent so requests, collect, enforce and receive payments on
account of the Subordinated Obligations as trustee for the Secured Parties and
deliver such payments to the Administrative Agent on account of the Guaranteed
Obligations (including all Post Petition Interest), together with any necessary
endorsements or other instruments of transfer, but without reducing or
affecting in any manner the liability of such Guarantor under the other
provisions of this Guaranty.


 


(d)           Administrative Agent Authorization.  After the occurrence and during the
continuance of any Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Loan Party), the
Administrative Agent is authorized and empowered (but without any obligation to
so do), in its discretion, (i) in the name of each Guarantor, to collect
and enforce, and to submit claims in respect of, Subordinated Obligations and
to apply any amounts received thereon to the Guaranteed Obligations (including
any and all Post Petition Interest), and (ii) to require each Guarantor (A) to
collect and enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations to the
Administrative Agent for application to the Guaranteed Obligations (including
any and all Post Petition Interest).


 


Section 14.  Continuing Guaranty;
Assignments under the Credit Agreement. 
This Guaranty is a continuing guaranty and shall (a) remain in full
force and effect until the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (b) be
binding upon the Guarantor, its successors and assigns and (c) inure to
the benefit of and be enforceable by the Secured Parties and their successors,
transferees and assigns.  Without
limiting the generality of clause (c) of the immediately preceding
sentence, any Secured Party may assign or otherwise transfer all or any portion
of its rights and obligations under the Credit Agreement (including, without
limitation, all or any portion of its Commitments, the Loans owing to it and
the Note or Notes held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted to
such Secured Party herein or otherwise, in each case as and to the extent
provided in Section 11.07 of the Credit Agreement.  No Guarantor shall have the right to assign
its rights hereunder or any interest herein without the prior written consent
of the Secured Parties.


 


Section 15.  Execution in
Counterparts.  This Guaranty and each
amendment, waiver and consent with respect hereto may be executed in any number
of counterparts and by different parties


 


7

















 


thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed
counterpart of a signature page to this Guaranty by facsimile or an
electronic transmission of a .pdf copy thereof shall be effective as delivery
of an original executed counterpart of this Guaranty.


 


Section 16.  Governing Law;
Jurisdiction; Waiver of Jury Trial, Etc. 
(a)  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)                                 ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS GUARANTY
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
GUARANTORS, THE SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS
GUARANTY WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS.  EACH GUARANTOR IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 


(c)           WAIVER OF RIGHT TO TRIAL BY
JURY.  EACH GUARANTOR HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE GUARANTORS, THE
SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH GUARANTOR AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY OF THE GUARANTORS, THE
SECURED PARTIES OR THE AGENTS MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION 16(C) WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.


 


[Signature Page Follows]


 


8
















 


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.


 


 


	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name:  Scott A. McCurdy

  
	
   

  	
  Title:  Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS HOLDINGS
  USA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED SEISMIC
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS ACQUISITION
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS MANAGEMENT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS PROCESSING,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  



 

















 


	
   

  	
  GEOKINETICS SERVICES
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS
  INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  



 


2

















 


Exhibit A


To The


Guaranty


 


FORM OF GUARANTY SUPPLEMENT


 


	
   

  	
  ,

  



 


 


Royal Bank of Canada,

as Administrative Agent under the Credit Agreement

referred to below


 


Royal Bank of Canada


P.O. Box 50, 200 Bay Street


Royal Bank Plaza


12th Floor, S. Tower


Toronto, Ontario M5J 2W7


Attention: Manager, Agency Services Group


Facsimile:      416-842-4023


 


Ladies and Gentlemen:


 


Reference is made to the (i) Credit Agreement
dated as of February 11, 2010 (the “Credit Agreement”)  among GEOKINETICS HOLDINGS USA,
INC., a Delaware corporation (the “Company”), the Lenders party thereto and
ROYAL BANK OF CANADA, as Collateral Agent and as Administrative Agent and (ii) Guaranty
dated as of February 11, 2010 by the Parent and each of the other
Guarantors referred to therein (such Guaranty, as in effect on the date hereof
and as it may hereafter be amended, supplemented or otherwise modified from
time to time, together with this Guaranty Supplement, being the “Guaranty”).  The capitalized terms defined in the Guaranty
or in the Credit Agreement and not otherwise defined herein are used herein as
therein defined.


 


Section 1. 
Guaranty; Limitation of Liability.  (a)  The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due,
whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of each other Loan Party
now or hereafter existing under or in respect of the Loan Documents (including,
without limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal, interest, premium,
reasonable fees, indemnities, contract causes of action, costs, expenses or
otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any, subject to
the Credit Agreement, and all expenses (including, without limitation, fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty Supplement, the Guaranty or
any other Loan Document.  Without
limiting the generality of the foregoing, the undersigned’s liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any other Loan Party to any Secured Party under or in respect
of the Loan Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.


 


(b)           The undersigned, and by its acceptance of this Guaranty Supplement,
the Administrative Agent and each other Secured Party, hereby confirms that it
is the intention of all such


 

















 


Persons that this Guaranty Supplement, the Guaranty
and the Obligations of the undersigned hereunder and thereunder not constitute
a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty
Supplement, the Guaranty and the Obligations of the undersigned hereunder and
thereunder.  To effectuate the foregoing
intention, the Administrative Agent, the other Secured Parties and the
undersigned hereby irrevocably agree that the Obligations of the undersigned
under this Guaranty Supplement and the Guaranty at any time shall be limited to
the maximum amount as will result in the Obligations of the undersigned under
this Guaranty Supplement and the Guaranty not constituting a fraudulent
transfer or conveyance.


 


(c)           The undersigned hereby unconditionally and irrevocably
agrees that in the event any payment shall be required to be made to any
Secured Party under this Guaranty Supplement, the Guaranty or any other
guaranty, the undersigned will contribute, to the maximum extent permitted by
applicable law, such amounts to each other Guarantor and each other guarantor
so as to maximize the aggregate amount paid to the Secured Parties under or in
respect of the Loan Documents.


 


Section 2. 
Obligations Under the Guaranty. 
The undersigned hereby agrees, as of the date first above written, to be
bound as a Guarantor by all of the terms and conditions of the Guaranty to the
same extent as each of the other Guarantors thereunder.  The undersigned further agrees, as of the
date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be
a reference to the undersigned, and each reference in any other Loan Document
to a “Guarantor” or a “Loan Party” shall also mean and
be a reference to the undersigned.


 


Section 3. 
Representations and Warranties. 
The undersigned hereby makes each representation and warranty set forth
in Section 6 of the Guaranty to the same extent as each other Guarantor.


 


Section 4. 
Delivery by Facsimile; Electronic Transmission.  Delivery of an executed counterpart of a
signature page to this Guaranty Supplement by facsimile or electronic
transmission of a .pdf copy shall be effective as delivery of an original
executed counterpart of this Guaranty Supplement.


 


Section 5. 
Governing Law; Jurisdiction; Waiver of Jury Trial, Etc.  (a)  THIS GUARANTY SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


 


(b)                   ANY LEGAL ACTION OR
PROCEEDING ARISING UNDER THIS GUARANTY SUPPLEMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED, THE SECURED
PARTIES OR THE AGENTS WITH RESPECT TO THIS GUARANTY SUPPLEMENT OR ANY OTHER
LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE UNDERSIGNED HERETO CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  THE UNDERSIGNED IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.


 

















 


(c)                   WAIVER OF RIGHT TO TRIAL BY
JURY.  THE UNDERSIGNED HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED, THE
SECURED PARTIES, THE AGENTS OR ANY OF THEM WITH RESPECT TO THIS GUARANTY
SUPPLEMENT OR ANY OTHER LOAN DOCUMENT WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND THE
UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY OF
THE UNDERSIGNED, THE SECURED PARTIES OR THE AGENTS MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION 5(C) WITH ANY COURT
AS WRITTEN EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF ADDITIONAL GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By