Exhibit 4.2


 


GEOKINETICS HOLDINGS USA,
INC.,


 


 


GEOKINETICS INC.,


 


 


THE SUBSIDIARY GUARANTORS
NAMED HEREIN


 


and


 


U.S. BANK NATIONAL
ASSOCIATION,

AS TRUSTEE


 






 


SUPPLEMENTAL INDENTURE NO.
1


 


Dated as of February 12,
2010


 


to


 


INDENTURE


 


Dated as of December 23,
2009


 


among


 


GEOKINETICS HOLDINGS USA,
INC.,


 


 


GEOKINETICS INC.,


 


 


and


 


U.S. BANK NATIONAL
ASSOCIATION,

AS TRUSTEE


 






 


$300,000,000


 


9.75% Senior Secured Notes
due 2014


 

















 


SUPPLEMENTAL INDENTURE NO. 1, dated as of February 12, 2010,
among Geokinetics Holdings USA, Inc., a Delaware Corporation (the “Company”), Geokinetics Inc. (the “Parent”),
the subsidiaries of the Parent named on the signature pages hereto (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), and U.S. Bank National Association, as trustee
(the “Trustee”) under the hereafter defined
Indenture.


 


WHEREAS the Company and the Parent heretofore executed and
delivered to the Trustee an Indenture dated as of December 23, 2009 (the “Indenture”), providing for the issuance of up to
$300,000,000 aggregate principal amount of the Company’s 9.75% Senior Secured Notes due 2014 (the “Notes”); and


 


WHEREAS, pursuant to the terms of the Pledge Agreement, the
Company has deposited an amount equal to 101% of the gross proceeds from the
sale of the Notes, plus an additional amount of cash equivalent to accrued
interest from, and including, the date of issuance of the Notes to, but
excluding, March 15, 2010 (the “Pledged Funds”),
into the Escrow Account pending the consummation of the Acquisition; and


 


WHEREAS, on the Acquisition Closing Date, the Pledged Funds
have been released in accordance with the Pledge Agreement; and


 


WHEREAS, pursuant to Section 4.18 of the Indenture, the
Parent and the Subsidiary Guarantors are each required to provide a Note
Guarantee by executing this Supplemental Indenture on the Acquisition Closing
Date; and


 


WHEREAS, the execution and delivery of this Supplemental
Indenture has been duly and validly authorized by the Company and each of the
Subsidiary Guarantors and the Parent; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture; and


 


WHEREAS, all the conditions and requirements necessary to
make this Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.


 


NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Notes, as follows:


 


ARTICLE ONE


 


REAFFIRMATION AND ACCESSION


 


SECTION 1.01.  Reaffirmation.  Each of Company and the Parent hereby
expressly and unconditionally reaffirms each and every covenant, agreement and
undertaking of such party in the Indenture.


 

















 


SECTION 1.02.  Parent Guarantee.  The Parent hereby fully and unconditionally
guarantees, on a secured, senior, joint and several basis, the Obligations to
the extent provided in, and subject to the limitations set forth in, Article 11
of the Indenture.


 


SECTION 1.03.  Subsidiary Guarantees and Accession of
Subsidiary Guarantees.  Each
Subsidiary Guarantor hereby fully and unconditionally guarantees, on a secured,
senior, joint and several basis, the Obligations to the extent provided in, and
subject to the limitations set forth in, Article 11 of the Indenture, and
further expressly and unconditionally agrees to be bound by each and every
other covenant, agreement and undertaking of such Subsidiary Guarantor in the
Indenture.


 


ARTICLE TWO


 


MISCELLANEOUS PROVISIONS


 


SECTION 2.01.    Terms Defined. For all purposes of
this Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.


 


SECTION 2.02.    Indenture. Except as amended hereby,
the Indenture and the Notes are in all respects ratified and confirmed and all
the terms shall remain in full force and effect.


 


SECTION 2.03.    Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


SECTION 2.04.    Successors. All agreements of the
Company and any Guarantor in this Supplemental Indenture and the Notes shall
bind their respective successors.


 


SECTION 2.05.    Multiple Counterparts. This
Supplemental Indenture may be signed in any number of counterparts each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Supplemental Indenture.


 


SECTION 2.06.    Effectiveness. The provisions of this
Supplemental Indenture will take effect immediately upon its execution and
delivery by the Trustee in accordance with the provisions of the Indenture.


 


SECTION 2.07.    Trustee Disclaimer. The Trustee
accepts the amendment of the Indenture effected by this Supplemental Indenture
and agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust
created by the Indenture as hereby amended, and without limiting the generality
of the foregoing, the Trustee shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all
of 


 

















 


which recitals or
statements are made solely by the Company, the Parent and the Subsidiary
Guarantors, or for or with respect to (i) the validity or sufficiency of
this Supplemental Indenture or any of the terms or provisions hereof, (ii) the
proper authorization hereof by the Company and each Guarantor by corporate
action or otherwise, (iii) the due execution hereof by the Company and
each Guarantor and (iv) the consequences (direct or indirect and whether
deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.


 


SECTION 2.08.    Jurisdiction. The Company and each
Guarantor agree that any legal suit, action or proceeding arising out of or
based upon this Supplemental Indenture, the Note Guarantee or the Notes or the
transactions contemplated hereby or thereby may be instituted in the federal
courts of the United States of America located in The City of New York or the
courts of the State of New York in each case located in The City of New York
(collectively, the “Specified Courts”),
and each party irrevocably submits to the non-exclusive jurisdiction of such
courts in any such suit, action or proceeding. 
Service of any process, summons, notice or document by mail to such
party’s address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court.  The parties (to the fullest extent permitted
by applicable law) irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that such suit, action or proceeding has been brought in an
inconvenient forum.


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1  to be duly executed as of the date first
written above.


 


	
   

  	
  GEOKINETICS HOLDINGS
  USA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A. McCurdy

  
	
   

  	
  Name: Scott A. McCurdy

  
	
   

  	
  Title: Vice President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


Supplemental Indenture


 

















 


	
   

  	
  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

  



 


Supplemental Indenture


 

















 


	
   

  	
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steve Finklea

  
	
   

  	
  Name: Steve Finklea

  
	
   

  	
  Title: Vice President

  



 


Supplemental Indenture