Exhibit 10.11


 


AMENDMENT
NO. 1


 


This AMENDMENT NO. 1 (this “Amendment No. 1”) is made as of
May 2, 2003 among GeoLease Partners, L.P., a Delaware limited partnership (the
“Partnership”), the undersigned Guarantors (“Guarantors”) and
Geokinetics Inc., a Delaware corporation (the “Company”).  This Amendment No. 1 is made with
reference to that Lease Agreement, dated October 1, 1999 as Amended and
Restated as of May 2, 2003 among the Company, the Guarantors 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 and the Partnership desire to correct the Basic
Term currently provided in the Lease Agreement;


 


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 to the Lease Agreement (BASIC RENT) is hereby amended by replacing the
first sentence thereof in its entirety with the following:


 


“Pursuant to the terms of the Restructuring,
Lessee hereby agrees to pay Lessor $62,400 per month as basic rent (the “Basic Rent”)
for the period beginning May 1, 2002 until the later of the Basic Term
Expiration Date or return of all of the Lease Equipment to Lessor pursuant to
Section 9.”


 


1.2                                 Subsection
(a) of Section 6.6 to the Lease Agreement (RESTRUCTURING OF OLD EQUIPMENT
LEASE) is hereby amended by replacing the subsection in its entirety with the
following:


 


“(a) the accrued lease balance owed by Lessee
under the Old Equipment Lease as of April 30, 2002 is hereby reduced from
$6,672,530 to (i) a principal amount of $3,700,000 (the “Prior
Accrued Balance”), plus (ii) simple interest at 6% per annum
accruing on the Prior Accrued Balance beginning on  April 30, 2002, plus (iii) 5,317,803, representing 28% of
shares of Common Stock, plus (iv) the Residual Amount, plus (v) an
amount in cash equal to $62,400 (inclusive of any applicable taxes) for each
calendar month (or portion thereof) from May 1, 2002 through the Effective
Date;


 


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


 

















 


“ ‘BASIC TERM EXPIRATION DATE’ shall mean the
earliest of (i) April 30, 2004, (ii) a Subsidiary Sale by Lessee
or (iii) the declaration of such pursuant to Section 17. “


 


SECTION 2.                            RATIFICATION
OF THE LEASE AGREEMENT


 


To induce the Partnership to enter into this Amendment No. 1, the
Company represents and warrants that, after giving effect to this Amendment No.
1, 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. 1 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. 1 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. 1 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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blank]


 


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SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 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

  	
   

  
						



 


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  Partnership:

  
	
   

  	
   

  
	
   

  	
  GEOLEASE PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GEOLEASE GP, INC.,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas Ladden

  	
   

  
	
   

  	
  Name:

  	
  Douglas Ladden

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
							



 


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  Guarantors:

  
	
   

  	
   

  
	
   

  	
  GEOKINETICS PRODUCTION CO., INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Concannon

  
	
   

  	
  Name:

  	
  Thomas J. Concannon

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  GEOPHYSICAL DEVELOPMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Concannon

  
	
   

  	
  Name:

  	
  Thomas J. Concannon

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  QUANTUM GEOPHYSICAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Concannon

  
	
   

  	
  Name:

  	
  Thomas J. Concannon

  
	
   

  	
  Title:

  	
  Treasurer

  
						



 


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