Exhibit 10.28


 


AMENDMENT
NO. 4


 


This AMENDMENT
NO. 4 (this “Amendment No. 4”) is made as of January 24, 2003
between GeoLease Partners, L.P., a Delaware limited partnership (the “Partnership”),
and Geokinetics Inc., a Delaware corporation (the “Company”).  This Amendment No. 4 is made with
reference to that certain Lease Agreement, dated as of October 1, 1999,
between the Company and Input/Output, Inc., a Delaware corporation, as the same
was amended pursuant to that certain Amendment No. 1, dated as of April 9,
2001, that certain Amendment No. 2, dated as of September 30, 2002, and that
certain Amendment No. 3 dated as of January 1, 2003 between the Company and the
Partnership (collectively, the “Lease Agreement”).  All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Lease
Agreement.


 


WHEREAS, the
Company, the Partnership, the holders of the Company’s 13.5% Senior Secured
Notes due 2003 and the holders of the Company’s 13.5% Senior Secured Notes due
2005 are currently negotiating to effect a debt restructuring and recapitalization
of the Company (the “Restructuring”);


 


WHEREAS, the
Company and the Partnership desire to amend certain provisions of the Lease
Agreement, including an amendment extending its Basic Term, in order to
facilitate the continuing negotiations to effect the Restructuring;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION
1.  AMENDMENTS TO LEASE AGREEMENT


 


1.1           Appendix A to the Lease Agreement
(DEFINITIONS) is hereby amended by replacing the following definitions in their
entirety as follows:


 


“ ‘BASIC TERM’
shall mean 43 calendar months commencing as of the Basic Term Commencement Date
and expiring at 12:01 a.m. on May1, 2003.”


 


“ ‘BASIC TERM
EXPIRATION DATE’ shall mean May 1, 2003.”


 


SECTION
2.  RATIFICATION OF THE LEASE AGREEMENT


 


To induce the
Partnership to enter into this Amendment No. 4, the Company represents and
warrants that, after giving effect to this Amendment No. 4, no violation of the
terms of the Lease Agreement exists and all representations and warranties
contained in the Lease Agreement are true, correct and complete in all material
respects on and as of the date hereof except to the extent such representations
and warranties specifically relate to an earlier


 

















 


date in which case they were true, correct and complete in all material
respects on and as of such earlier date.


 


SECTION
3.  COUNTERPARTS; EFFECTIVENESS


 


This Amendment
No. 4 may be executed in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.  Signature pages may be
detached from counterpart documents and reassembled to form duplicate executed
originals.  This Amendment No. 4
shall become effective as of the date hereof upon the execution of the
counterparts hereof by the Company and the Partnership.


 


SECTION
4.  GOVERNING LAW


 


THIS AMENDMENT
NO. 4 SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.


 


[Remainder of page intentionally left
blank]


 


2

















 


SIGNATURES


 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 4 to the Lease
Agreement to be duly executed, all as of the date first written above.


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Concannon

  	
   

  
	
   

  	
  Name:

  	
   Thomas J. Concannon

  	
   

  
	
   

  	
  Title:

  	
   Vice President & CFO

  	
   

  
	
   

  	
   

  
	
   

  	
  Partnership:

  
	
   

  	
   

  
	
   

  	
  GEOLEASE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GEOLEASE GP, INC.,

  
	
   

  	
   

  	
    its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doug Ladden

  	
   

  
	
   

  	
  Name:

  	
   Doug Ladden

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
							



 


3