ex10-1.htm


     

    
 

    FOURTH
AMENDMENT

     

    TO

     

    SECOND
AMENDED AND RESTATED REVOLVING CREDIT

     

    AND
SECURITY AGREEMENT

     

    THIS
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY
AGREEMENT (this “Amendment”) is
entered into as of June 26, 2008, by and among GEOKINETICS INC., a Delaware
corporation (“Geokinetics”),
GEOKINETICS PROCESSING, INC. (formerly known as GEOPHYSICAL DEVELOPMENT
CORPORATION), a Texas corporation (“Processing”),
GEOKINETICS USA, INC. (formerly known as QUANTUM GEOPHYSICAL, INC.), a Texas
corporation (“USA”), GEOKINETICS
EXPLORATION INC., an entity organized under the laws of Canada (“Exploration”),
GEOKINETICS INTERNATIONAL HOLDINGS, INC. (formerly known as GRANT GEOPHYSICAL,
INC.), a Delaware corporation (“International
Holdings”), GEOKINETICS INTERNATIONAL, INC. (formerly known as GRANT
GEOPHYSICAL (INT’L), INC.), a Texas corporation (“International”),
GEOKINETICS MANAGEMENT, INC. (formerly known as GRANT GEOPHYSICAL CORP.), a
Texas corporation (“Management”),
GEOKINETICS SERVICES CORP., a Texas corporation (“Geokinetics
Services”), and ADVANCED SEISMIC TECHNOLOGY, INC., a Texas corporation
(“Advanced
Seismic”, and together with Geokinetics, Processing, USA, Exploration,
International Holdings, International, Management and Geokinetics Services, each
a “Borrower”
and collectively, the “Borrowers”), PNC
BANK, NATIONAL ASSOCIATION (“PNC”), the various
financial institutions named therein or which hereafter become a party thereto,
(together with PNC, collectively, “Lenders”) and PNC, as
agent for the Lenders (in such capacity, “Agent”).

     

    BACKGROUND

     

    WHEREAS,
Borrowers, Agent and Lenders are parties to a Second Amended and Restated
Revolving Credit and Security Agreement, dated as of May 25, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”), pursuant to which Agent and Lenders provide Borrowers with
certain financial accommodations.

     

    WHEREAS,
Borrowers have advised Agent that Undrawn Availability Events occurred in May
and June, 2008 (collectively, the “Existing Undrawn
Availability Event”);

     

    WHEREAS,
Borrowers have requested that the Lenders waive the Existing Undrawn
Availability Event, subject to the terms and conditions set forth
herein;

     

    WHEREAS,
subject to the satisfaction of the conditions set forth herein, Agent and the
Lenders are willing to amend the Loan Agreement and waive the Existing
Undrawn Availability Event as provided herein;

     

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

     

    
      
        
          
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    1. Definitions.  All capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Loan Agreement.

     

    2. Amendment
to Section 1.2.  Effective as of
the date hereof, the following definitions set forth in Section 1.2 of
the Loan Agreement are hereby amended and restated in their entirety to read as
follows:

     

    “ ‘Applicable Revolving
Domestic Rate Margin’ shall mean one and one-half percent (1.50%) per
annum, payable in addition to the Alternate Base Rate with respect to Domestic
Rate Loans.”

    


    “ ‘Applicable Revolving
Eurodollar Rate Margin’ shall mean three percent (3.00%) per annum,
payable in addition to the Eurodollar Rate with respect to Eurodollar Rate
Loans.”

    


    “ ‘Cash Balance’ shall
mean (i) all cash in Blocked Accounts and Depository Accounts for which Agent
has received an executed account control agreement, in form and substance
acceptable to Agent in its sole discretion and (ii) all proceeds of Collateral
maintained in the Blocked Accounts and Depository Accounts for which Agent has
received an executed account control agreement, in form and substance acceptable
to Agent in its sole discretion, that have been applied to reduce the Formula
Amount less outstanding checks.

    


    “ ‘Depository Accounts’
shall mean, collectively, all deposit accounts of Borrowers.

    


    “ ‘Eurodollar Rate’
shall mean, with respect to the Eurodollar Rate Loans for any Interest Period,
the greater of (A) three percent (3.00%) per annum or (B) the interest
rate per annum determined by the Agent by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of 1% per annum)
(i) the rate which appears on the Bloomberg Page BBAM1 (or on such other
substitute Bloomberg page that displays rates at which US dollar deposits are
offered by leading banks in the London interbank deposit market), or the rate
which is quoted by another source selected by the Agent which has been approved
by the British Bankers’ Association as an authorized information vendor for the
purpose of displaying rates at which US dollar deposits are offered by leading
banks in the London interbank deposit market (an “Alternate Source”), at
approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period as the London interbank offered rate for
U.S. Dollars for an amount comparable to such Eurodollar Rate Loan and having a
borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate
determined by the Agent at such time (which determination shall be conclusive
absent manifest error)), by (ii) a number equal to 1.00 minus the Reserve
Percentage.  Eurodollar Rate may also be expressed by the following
formula:

    


    Average
of London interbank offered rates quoted

    by
Bloomberg or appropriate successor as shown on

    LIBOR =
Bloomberg Page BBAM1

    


    1.00 -
Reserve Percentage

    


    
      
        
          
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    The
Eurodollar Rate shall be adjusted with respect to any Eurodollar Rate Loan that
is outstanding on the effective date of any change in the Reserve Percentage as
of such effective date.  The Agent shall give prompt notice to the
Borrowing Agent of the Eurodollar Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest
error.”

    


    “ ‘Fourth Amendment Effective
Date’ means June 26, 2008.”

    


    “ ‘Undrawn
Availability Event’ shall mean such time as
(i) Undrawn Availability falls below $6,000,000 for a period of ten (10)
consecutive Business Days or (ii) average Undrawn Availability falls below
$10,000,000 for a period of thirty (30) consecutive days.  Testing of
the Undrawn Availability Event will begin on that date which is sixty (60) days
after the Fourth Amendment Effective Date.”

    


    3. Amendment
to Section 2.1.  Effective as of the date hereof, Section 2.1(a)(ii)(B)
of the Loan Agreement is hereby amended by replacing “$10,000,000” with
“$7,000,000”.

     

    4. Amendment
to Section 3.1.  Effective as of the date hereof, Section 3.1 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “3.1.            Interest.  Interest
on Advances shall be payable in arrears on the first day of each month with
respect to Domestic Rate Loans and, with respect to Eurodollar Rate Loans, at
the end of each Interest Period.  Interest charges shall be computed
on the actual principal amount of Advances outstanding during the month at a
rate per annum equal to the applicable Revolving Interest Rate (the “Contract
Rate”).  Whenever, subsequent to the date of this Agreement, the
Alternate Base Rate is increased or decreased, the applicable Contract Rate
shall be similarly changed without notice or demand of any kind by an amount
equal to the amount of such change in the Alternate Base Rate during the time
such change or changes remain in effect.  The Eurodollar Rate shall be
adjusted with respect to Eurodollar Rate Loans without notice or demand of any
kind on the effective date of any change in the Reserve Percentage as of such
effective date.  Upon and after the occurrence of an Event of Default,
and during the continuation thereof, at the option of Agent or at the direction
of Required Lenders, the Obligations shall bear interest at the Contract Rate
plus two percent (2%) per annum (as applicable, the “Default
Rate”).”

    


    5. Amendment
to Section 4.15.  Effective as of the date hereof, clause (h) of Section 4.15 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “(h)           Establishment of a Lockbox
Account, Dominion Account.  All proceeds of Collateral shall be
deposited by Borrowers into either (i) a lockbox account, full dominion
account or such other “blocked account” in which no Borrower has access to the
funds contained therein (“Blocked Accounts”) established at a bank or banks
(each such bank, a “Blocked Account Bank”) pursuant to an arrangement with such
Blocked Account Bank as may be selected by Borrowing Agent and be acceptable to
Agent or (ii) depository accounts established at the Agent for the deposit
of such proceeds.  Each applicable Borrower (other than Exploration),
Agent and each Blocked Account Bank shall enter into a deposit account control
agreement in form and substance satisfactory to Agent directing such Blocked
Account Bank to transfer such funds so deposited to Agent, either to any account
maintained by Agent at said Blocked Account Bank or by wire transfer to
appropriate account(s) of Agent.  Exploration shall enter into a
deposit account control agreement with Agent and each Blocked Account Bank in
form and substance satisfactory to Agent directing such Blocked Account Bank,
upon notice from Agent (“Notice”), to transfer such funds so deposited to Agent,
either to any account maintained by Agent at said Blocked Account Bank or by
wire transfer to appropriate account(s) of Agent.  Agent may deliver
such Notice at anytime (i) upon the occurrence and during the continuation
of a Default or Event of Default, (ii) upon or after the occurrence of an
Undrawn Availability Event.  All funds deposited in such Blocked
Accounts shall immediately become the property of Agent and Borrowing Agent
shall obtain the agreement by such Blocked Account Bank to waive any offset
rights against the funds so deposited.  Neither Agent nor any Lender
assumes any responsibility for such blocked account arrangement, including any
claim of accord and satisfaction or release with respect to deposits accepted by
any Blocked Account Bank thereunder.  All deposit accounts and
investment accounts of each Borrower and its Subsidiaries are set forth on
Schedule 4.15(h).”

    


    
      
        
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    6. Amendment
to Section 7.4.  Effective as of the date hereof, Section 7.4 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:

              

              
“7.4        Investments.  Purchase
or acquire obligations or Equity Interests of, or any other interest in, any
Person, except (a) obligations issued or guaranteed by the United States of
America or any agency thereof, (b) commercial paper with maturities of not
more than 270 days and a published rating of not less than A-1 or P-1 (or the
equivalent rating), (c) certificates of time deposit and bankers’
acceptances having maturities of not more than 180 days and repurchase
agreements backed by United States government securities of a commercial bank if
(i) such bank has a combined capital and surplus of at least $500,000,000,
or (ii) its debt obligations, or those of a holding company of which it is
a Subsidiary, are rated not less than A (or the equivalent rating) by a
nationally recognized investment rating agency, (d) U.S. money market funds
that invest solely in obligations issued or guaranteed by the United States of
America or an agency thereof and (e) so long as no Undrawn Availability Event
has occurred, investments in Foreign Subsidiaries.  Also excepted from
this Section 7.4 are any deemed purchases of Equity Interests resulting
from (i) the cashless exercise of stock options by the holders thereof and any
repurchases of shares resulting from the cashless exercise of stock options and
(ii) the withholding of vested restricted stock in order to satisfy the tax
obligations of the holders of such vested restricted stock.”

    


    7. Amendment
to Section 7.5.  Effective as of the date hereof, Section 7.5 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

        
“7.5        Loans. 
Make
advances, loans or extensions of credit to any Person, including any Parent,
Subsidiary or Affiliate except with respect to (a) the extension of commercial
trade credit in connection with the sale of Inventory in the Ordinary Course of
Business (b) loans to its employees in the Ordinary Course of Business not to
exceed the aggregate amount of $100,000 at any time outstanding, (c) loans to
other Borrowers provided that (1)
such loans shall be evidenced by a demand note (collectively, the “Intercompany Notes”),
which Intercompany Notes shall be in form and substance reasonably satisfactory
to Agent and shall be pledged and delivered to Agent pursuant to the applicable
Pledge Agreement as additional collateral security for the Obligations;
(2) Borrowers shall record all intercompany transactions on their Books and
Records in a manner reasonably satisfactory to Agent; (3) the obligations of any
Borrower under any such Intercompany Notes shall be subordinated to the
Obligations of Borrowers hereunder in a manner reasonably satisfactory to Agent;
(4) at the time any such intercompany loan or advance is made by a Borrower to
any other Borrower and after giving effect thereto, such Borrowers shall be
solvent and (5) no Default or Event of Default would occur and be continuing
after giving effect to any such proposed intercompany loan and (d) loans to
Foreign Subsidiaries provided that (1)
such loans shall be evidenced by  Intercompany Notes, which
Intercompany Notes shall be in form and substance reasonably satisfactory to
Agent and shall be pledged and delivered to Agent pursuant to the applicable
Pledge Agreement as additional collateral security for the Obligations;
(2) Borrowers shall record all intercompany transactions on their Books and
Records in a manner reasonably satisfactory to Agent; (3) the obligations of any
Borrower under any such Intercompany Notes shall be subordinated to the
Obligations of Borrowers hereunder in a manner reasonably satisfactory to Agent;
(4) at the time any such intercompany loan or advance is made by a Borrower to
any Foreign Subsidiary and after giving effect thereto, such Borrowers shall be
solvent; (5) no Default or Event of Default would occur and be continuing after
giving effect to any such proposed intercompany loan; and (6) no Undrawn
Availability Event has occurred or would result from such proposed intercompany
loan.  Notwithstanding the foregoing, with respect to intercompany
loans made to Foreign Subsidiaries pursuant to clause (d) of this Section 7.5
that are existing on the Fourth Amendment Effective Date, the Intercompany Notes
evidencing such intercompany loans shall not be required to be delivered to
Agent until the earlier of (x) the date upon which any such Intercompany Notes
are executed or (y) the 90th day following the Fourth Amendment Effective Date
unless such 90 day period is extended by the Agent in its sole
discretion.”

    


    
      
        
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    8. Amendment
to Section 7.6.  Effective as of June 1, 2008, Section 7.6 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “7.6           Capital
Expenditures.  Permit the aggregate amount of Capital
Expenditures made by Geokinetics and its Subsidiaries in any fiscal year set
forth below to exceed the amount set forth for such fiscal year:

    


    
      	
              Fiscal
      Year

            	
              Amount

            
	
              2007

            	
              $110,000,000

               

            
	
              2008

               

            	
               $80,000,000

            
	
              2009

              and
      each fiscal year thereafter

            	
               $50,000,000

            


    

    ; provided, however, that for
fiscal year 2008, unfinanced Capital Expenditures (i.e. Capital Expenditures
other than Capital Expenditures (a) made with the proceeds from the issuance of
Equity Interests and (b) financed by a third party financing source) shall not
exceed $50,000,000.”

    


    9. Amendment
to Section 7.7.  Effective as of the date hereof, Section 7.7 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “7.7.                      Dividends.  Declare,
pay or make any dividend or distribution on any shares of the common stock or
preferred stock of any Borrower (other than (i) dividends and distributions
by Subsidiaries of Borrower paid to Borrower and dividends or distributions
payable in its stock, or split-ups or reclassifications of its stock and
(ii) cash dividends paid in connection with the Preferred Equity, provided
that (a) there is no Default or Event of Default existing at the time of
the dividend payment and no Default or Event of Default shall occur as a result
of such dividend payment, (b) no Undrawn Availability Event has occurred or
will result from the making of such dividends or distributions, (c) Undrawn
Availability shall be at least $6,000,000 after giving effect to such dividend
or distribution payment and (d) Borrowers are in compliance with the Fixed
Charge Coverage Ratio, on a pro forma basis, after giving effect to such
dividend payments) or apply any of its funds, property or assets to the
purchase, redemption or other retirement of any common or preferred stock, or of
any options to purchase or acquire any such shares of common or preferred stock
of any Borrower.  Also excepted from this Section 7.7 are any
deemed dividends or distributions resulting from (i) the cashless exercise of
stock options by the holders thereof and any repurchases of shares resulting
from the cashless exercise of stock options or (ii) the withholding of vested
restricted stock in order to satisfy the tax obligations of the holders of such
vested restricted stock.”

    


    
      
        
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    10. Amendment
to Section 7.12.  Effective as of the date hereof, Section 7.12 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “7.12     Subsidiaries.

     

    (a)           Form
any Subsidiary (other than a Foreign Subsidiary, provided that with respect to
any Foreign Subsidiary that is formed, (i) Borrowers shall give Agent not less
than 30 days prior written notice of the intention to form such Foreign
Subsidiary, (ii) no Borrower shall advance monies to such Foreign Subsidiary
except to the extent permitted by Section 7.4(e) and (iii) such Foreign
Subsidiary is in the same line of business as the Borrowers as of the Second
Restated Closing Date) unless (i) such Subsidiary expressly joins in this
Agreement as a borrower and becomes jointly and severally liable for the
obligations of Borrowers hereunder, under the Notes, and under any other
agreement between any Borrower and Lenders and (ii) Agent shall have
received all documents, including legal opinions, it may reasonably require to
establish compliance with each of the foregoing conditions.

     

    (b)           Enter
into any partnership, joint venture or similar arrangement, except in the
ordinary course of business for specific project requirements so long as (i)
Borrowers provide prior written notice to Agent, (ii) any liabilities of
Borrowers with respect to such arrangement are otherwise permitted under this
Agreement, (iii) any investments in such entities are no more than $5,000,000
individually or $10,000,000 in the aggregate, (iv) no Undrawn Availability Event
has occurred, (v) no Event of Default has occurred and is continuing, in each
case, both before and after giving effect to such arrangement, and (vi) such
partnership, joint venture or similar arrangement is in the same line of
business as the Borrowers as of the Second Restated Closing Date.”

     

    11. Amendment
to Section 7.17.  Effective as of the date hereof, Section 7.17 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    
      
        
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    (a) Prepayment of Indebtedness. 
At any time, (i) directly or indirectly,
prepay, repurchase, redeem, retire or otherwise acquire any subordinated
Indebtedness, (ii) use the proceeds of any Indebtedness to prepay, repurchase,
redeem, retire or otherwise acquire any other Indebtedness (including
subordinated Indebtedness), (iii) make or receive any payments whatsoever with
respect to any Intercompany Note without the prior written consent of Agent,
except, that, a Borrower may
make or receive payments in satisfaction of such Intercompany Note in the form
of the Equity Interests of the debtor with respect to such Intercompany Note,
(iv) prepay, repurchase, redeem, retire or otherwise acquire any Indebtedness of
any Borrower, but (a) if (1) no Default or Event of Default has occurred and is
continuing and no Default or Event of Default would result from such payment or
transaction, (2) no Undrawn Availability Event has occurred or would result from
such payment and (3) Undrawn Availability is at least $6,000,000 after giving
effect to such prepayment, repurchase, redemption, retirement or acquisition,
then Borrowers may prepay, repurchase, redeem, retire or otherwise acquire any
Indebtedness (other than the Investor Notes) of any Borrower, or (b) if (1) no
Default or Event of Default has occurred and is continuing and no Default or
Event of Default would result from such payment or transaction, (2) no Undrawn
Availability Event has occurred or would result from such payment, (3) Undrawn
Availability is at least $6,000,000 after giving effect to such prepayment,
repurchase, redemption, retirement or acquisition and (4) the funds used to make
such prepayment, repurchase, redemption, retirement or acquisition are the
proceeds of new equity issued by Geokinetics, then Borrowers may prepay the
Permitted Capital Lease Facility.”

    


    12. Amendment
to Section 9.10.  Effective as of the date hereof, Section 9.10 of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:

     

    “9.10.                   
Borrowing Base
Certificate.  Deliver to Agent on or before the last Business
Day of (i) each month, calculated as of the last day of the prior month, if
no Undrawn Availability Event has occurred or (ii) each week, if an Undrawn
Availability Event has occured, as applicable, a Borrowing Base Certificate in
form and substance satisfactory to Agent (which shall not be binding upon Agent
or restrictive of Agent’s rights under this Agreement), including reporting of
sales, collection, credits, Equipment purchases (including invoices for such
Equipment) based on hard costs, Equipment sales (including a reference to the
appraised Net Orderly Liquidation Value and sales price) and information under
Section 9.2 requested by Agent”.

    


    13. Amendment
to Section 9.13.  Effective as of the date hereof, Section 9.13 of
the Loan Agreement is hereby amended to replace “thirty (30) days” with “sixty
(60) days”.

     

    14. Amendment
to Article 9.  Effective as of the date hereof, a new Section 9.20 is
hereby added at the end of Article 9 of the
Loan Agreement, to read in its entirety as follows:

     

    “9.20                      Foreign Subsidiary
Reports.  Furnish Agent within thirty (30) days after the end
of each month a report detailing all loans, transfers and investments made by
the Borrowers to or in (as applicable) any Foreign Subsidiary.”

    


    15. Amendment
to Section 10.10.  Effective as of the date hereof, Section 10.10 is
hereby amended and restated in its entirety to read as follows:

     

    “10.10                  
Material Adverse
Effect.  At any
time during which Undrawn Availability is less than $6,000,000 for a period of
ten (10) consecutive Business Days, any change in any Borrower’s or any
Guarantor’s results of operations or condition (financial or otherwise) which in
Agent’s opinion has a Material Adverse Effect;”

    


    
      
        
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    16. Limited
Waiver.

     

    (a) Upon
satisfaction of the terms and conditions in Section 17 hereof,
Agent and the Required Lenders hereby waive the Existing Undrawn Availability
Event.

     

    (b) The
Borrowers are hereby notified that irrespective of (i) any waivers
previously granted by Agent and Lenders regarding the Loan Agreement and the
Other Documents, (ii) any previous failures or delays of Agent and Lenders
in exercising any right, power or privilege under the Loan Agreement or the
Other Documents, or (iii) any previous failures or delays of Agent and
Lenders in the monitoring or in the requiring of compliance by the Borrowers
with the duties, obligations, and agreements of the Borrowers in the Loan
Agreement and the Other Documents, hereafter the Borrowers will be expected to
comply strictly with its duties, obligations and agreements under the Loan
Agreement and the Other Documents.

     

    17. Conditions
of Effectiveness of Amendment.  The effectiveness
of this Amendment is subject to the satisfaction of the following conditions
precedent, unless specifically waived in writing by the Agent:

     

    (a) The Agent
shall have received the following documents or items, each in form and substance
satisfactory to the Agent and its legal counsel:

     

    (1) this
Amendment, duly executed by each Borrower; and

     

    (2) all other
documents Agent may reasonably request with respect to any matter relevant to
this Amendment or the transactions contemplated hereby;

     

    (b) The
representations and warranties contained herein and in the Loan Agreement and
the Other Documents, as each is amended hereby, shall be true and correct in all
material respects as of the date hereof, as if made on the date
hereof;

     

    (c) Each
document (including any Uniform Commercial Code financing statement) required by
the Loan Agreement, any related agreement or under law or reasonably requested
by the Agent to be filed, registered or recorded in order to create, in favor of
Agent, a perfected security interest in or lien upon the Collateral shall have
been properly filed, registered or recorded in each jurisdiction in which the
filing, registration or recordation thereof is so required  or
requested, and Agent shall have received an acknowledgment copy, or other
evidence satisfactory to it, of each such filing, registration or recordation
and satisfactory evidence of the payment of any necessary fee, tax or expense
relating thereto;

     

    (d) No
Default or Event of Default shall have occurred and be continuing or shall be in
existence after giving effect to this Amendment;

     

    (e) All fees
and expenses due and owing by Borrowers to Agent shall have been paid in full;
and

     

    (f) All
corporate proceedings taken in connection with the transactions contemplated by
this Amendment and all documents, instruments and other legal matters incident
thereto shall be satisfactory to the Agent and its legal counsel.

     

    
      
        
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    18. No
Consent.   Except as
set forth in Section
16 hereof, nothing contained herein
shall be construed as a waiver by Agent or Lenders of any covenant or provision
of the Loan Agreement, the Other Documents, this Amendment, or of any other
contract or instrument between the Borrowers, Lenders and Agent, and the failure
of Agent or Lenders at any time or times hereafter to require strict performance
by the Borrowers of any provision thereof shall not waive, affect or diminish
any right of Agent or Lenders to thereafter demand strict compliance
therewith.  Agent and Lenders hereby reserve all rights granted under
the Loan Agreement, the Other Documents, this Amendment and any other contract
or instrument among the Borrowers, Lenders and Agent.

     

    19. Representations
and Warranties.  Each Borrower
hereby represents and warrants to Agent and Lenders as of the date of this
Amendment as follows:  (A) it is duly incorporated or organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; (B) the execution, delivery and performance by it of this
Amendment, the Loan Agreement and all Other Documents executed and/or delivered
in connection herewith are within its powers, have been duly authorized, and do
not contravene (i) its articles of organization, operating agreement, or
other organizational documents, or (ii) any applicable law; (C) no
consent, license, permit, approval or authorization of, or registration, filing
or declaration with any Governmental Body or other Person, is required in
connection with the execution, delivery, performance, validity or enforceability
of this Amendment, the Loan Agreement or any of the Other Documents executed
and/or delivered in connection herewith by or against it; (D) this
Amendment, the Loan Agreement and all Other Documents executed and/or delivered
in connection herewith have been duly executed and delivered by it;
(E) this Amendment, the Loan Agreement and all Other Documents executed
and/or delivered in connection herewith constitute its legal, valid and binding
obligation enforceable against it in accordance with their terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally or by general principles of equity; (F) after
giving effect to this Amendment, it is not in default under the Loan Agreement
or any of the Other Documents and no Default or Event of Default exists, has
occurred and is continuing or would result by the execution, delivery or
performance of this Amendment; and (G) the representations and warranties
contained in the Loan Agreement and the Other Documents are true and correct in
all material respects as of the date hereof as if then made, except for such
representations and warranties limited by their terms to a specific
date.

     

    
      
        
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    20. Effect on
the Agreement.  Except as
specifically amended, consented and/or waived hereby, the Loan Agreement and the
Other Documents shall remain in full force and effect and are hereby ratified
and confirmed as so amended.  Except as expressly set forth herein,
this Amendment shall not be deemed to be a waiver, amendment or modification of
any provisions of the Loan Agreement or any Other Document or any right, power
or remedy of Agent or Lenders, nor constitute a waiver of any provision of the
Loan Agreement or any Other Document, or any other document, instrument and/or
agreement executed or delivered in connection therewith or of any Default or
Event of Default under any of the foregoing, in each case whether arising before
or after the date hereof or as a result of performance hereunder or
thereunder.  This Amendment also shall not preclude the future
exercise of any right, remedy, power, or privilege available to Agent and/or
Lenders whether under the Loan Agreement, the Other Documents, at law or
otherwise.  All references to the Loan Agreement shall be deemed to
mean the Loan Agreement as modified hereby.  This Amendment shall not
constitute a novation or satisfaction and accord of the Loan Agreement and/or
the Other Documents, but shall constitute an amendment thereof.  The
parties hereto agree to be bound by the terms and conditions of the Loan
Agreement and the Other Documents as amended by this Amendment, as though such
terms and conditions were set forth herein.  Each reference in the
Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of
similar import shall mean and be a reference to the Loan Agreement as amended by
this Amendment, and each reference herein or in any Other Document to the “Loan
Agreement” or “Credit Agreement” shall mean and be a reference to the Loan
Agreement as amended and modified by this Amendment.

     

    21. Governing
Law.  This Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to any conflicts
of laws principles thereto that would call for the application of the laws of
another jurisdiction.

     

    22. Headings.  Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other
purpose.

     

    23. Counterparts;
Facsimile.  This Amendment
may be executed by the parties hereto in one or more counterparts, each of which
shall be deemed an original and all of which when taken together shall
constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed to be an original signature
hereto.

     

    
      
        
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    24. Release.  EACH OF THE
BORROWERS HEREBY ACKNOWLEDGES THAT THE BORROWERS’ PAYMENT OBLIGATIONS ARE
ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RECISSION, SETOFF, COUNTERCLAIM,
DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM THE AGENT OR ANY LENDER.  THE BORROWERS HEREBY
VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE AGENT AND EACH LENDER
AND ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY,
THE “RELEASED
PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWERS MAY NOW OR HEREAFTER
HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER DOCUMENTS,
AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

     

    [Signatures
follow.]

     

    


     


    
      
        
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    IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first written above.

     

    PNC BANK,
NATIONAL ASSOCIATION,

    as Agent
and as a Lender


     

    By:_____________________________                                                                           

     

    Name:___________________________                                                                           

     

    Title:____________________________                                                                           

     

     

    LASALLE
BUSINESS CREDIT, LLC,

    as a
Lender

     

     

    By:_____________________________                                                                           

     

    Name:___________________________                                                                           

     

    Title:____________________________                                                                           

     

     

    WELLS
FARGO FOOTHILL, INC.,

    as a
Lender

     

     

    By:_____________________________                                                                           

     

    Name:___________________________                                                                           

     

    Title:____________________________                                                                           

     

     

    SIEMENS
FINANCIAL SERVICES, INC.,

    as a
Lender

     

     

    By:_____________________________                                                                           

     

    Name:___________________________                                                                           

     

    Title: ____________________________                                                                          

     

    


     

    
      
        
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    ACKNOWLEDGED
AND AGREED:

     

    GEOKINETICS
INC.,

    as
Borrowing Agent and as a Borrower

     

     

    By:___________________________                                                           

         Chin
Yu

         Vice
President

     

     

    GEOKINETICS
PROCESSING, INC.,

    as a
Borrower

     

     

    By:___________________________                                                           

         Chin
Yu

         Vice
President

     

     

     

    GEOKINETICS
USA, INC.,

    as a
Borrower

     

     

    By:___________________________                                                           

         Chin
Yu

         Vice
President

     

     

    GEOKINETICS
EXPLORATION INC.,

    as a
Borrower

     

     

    By: ___________________________                                                          

         Chin
Yu

         Vice
President

     


    
      
        
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    GEOKINETICS
INTERNATIONAL HOLDINGS, INC.,

    as a
Borrower

     

     

    By:____________________________                                                           

         Chin
Yu

         Vice
President

     

     

    GEOKINETICS
INTERNATIONAL, INC.,

    as a
Borrower

     

     

    By:____________________________                                                           

         Chin
Yu

         Vice
President

     

     

    GEOKINETICS
MANAGEMENT, INC.,

    as a
Borrower

     

     

    By:____________________________                                                           

         Chin
Yu

         Vice
President

     

     

    ADVANCED
SEISMIC TECHNOLOGY, INC.,

    as a
Borrower

     

     

    By:____________________________                                                           

         Chin
Yu

         Vice
President

     

     

    GEOKINETICS
SERVICES CORP.,

    as a
Borrower

     

     

    By:____________________________                                                           

         Chin
Yu

         Vice
President

     

    
      
        
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    Addresses
for Notices:

     

    1500 City
West Blvd.

    Suite
800

    Houston,
Texas 77042

    Attention:
Chin Yu

    Telephone:  (281)
848-6829

    Fax:
(713) 850-7330

    


     


    
      
        
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