Exhibit 10.26


 


AMENDMENT
NO. 2


 


This AMENDMENT NO. 2 (this “Amendment
No. 2”) is made as of September 30, 2002 between GeoLease Partners,
L.P., a Delaware limited partnership (the “Partnership”), and
Geokinetics Inc., a Delaware corporation (the “Company”).  This Amendment No. 2 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, 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           Section 6.2 of the Lease Agreement (BASIC RENT) is hereby
amended by replacing the first sentence thereof in its entirety with the
following:


 


“Lessee hereby
agrees to pay the Lessor $130,000 per month for the first 12 months hereof and
$260,000 per month thereafter until October 1, 2002.”


 


1.2           Section 23 of the Lease Agreement (NOTICES) is hereby
amended by replacing the notice address of Geokinetics Inc. set forth in
Section 23 in its entirety with the following:


 


“Geokinetics
Inc.


One Riverway,
Suite 2100


Houston, Texas
77056


Attention:              Chief Financial Officer


Telecopy:              (713)  850-7330”


 

















 


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


 


“ ‘BASIC TERM’
shall mean 39 calendar months commencing as of the Basic Term Commencement Date
and expiring at 12:01 a.m. on January 2, 2003.”


 


“ ‘BASIC TERM
EXPIRATION DATE’ shall mean January 2, 2003. ”


 


SECTION
2.  RATIFICATION OF THE LEASE AGREEMENT


 


To induce the Partnership to enter into this
Amendment No. 2, the Company represents and warrants that, after giving
effect to this Amendment No. 2, 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. 2 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. 2 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. 2 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.


 


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SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 2 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

  	
   

  
							



 


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