Exhibit 4.1


 


EXECUTION VERSION




 





 






 


GLOBAL GEOPHYSICAL SERVICES, INC.


 


AND EACH OF THE GUARANTORS PARTY HERETO


 


101⁄2% SENIOR NOTES DUE 2017


 






 


INDENTURE


 


Dated as of April 27, 2010


 






 


The Bank of New York Mellon Trust Company, N.A.


 


Trustee


 








 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  DEFINITIONS AND INCORPORATION

  BY REFERENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other
  Definitions

  	
   

  	
  23

  
	
  Section 1.03

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  23

  
	
  Section 1.04

  	
   

  	
  Rules of
  Construction

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  THE NOTES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Form and
  Dating

  	
   

  	
  24

  
	
  Section 2.02

  	
   

  	
  Execution and
  Authentication

  	
   

  	
  25

  
	
  Section 2.03

  	
   

  	
  Registrar and
  Paying Agent

  	
   

  	
  26

  
	
  Section 2.04

  	
   

  	
  Paying Agent to
  Hold Money in Trust

  	
   

  	
  26

  
	
  Section 2.05

  	
   

  	
  Holder Lists

  	
   

  	
  26

  
	
  Section 2.06

  	
   

  	
  Transfer and
  Exchange

  	
   

  	
  26

  
	
  Section 2.07

  	
   

  	
  Replacement
  Notes

  	
   

  	
  39

  
	
  Section 2.08

  	
   

  	
  Outstanding
  Notes

  	
   

  	
  39

  
	
  Section 2.09

  	
   

  	
  Treasury Notes

  	
   

  	
  39

  
	
  Section 2.10

  	
   

  	
  Temporary Notes

  	
   

  	
  40

  
	
  Section 2.11

  	
   

  	
  Cancellation

  	
   

  	
  40

  
	
  Section 2.12

  	
   

  	
  Defaulted
  Interest

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  REDEMPTION AND PREPAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notices to
  Trustee

  	
   

  	
  40

  
	
  Section 3.02

  	
   

  	
  Selection of
  Notes to Be Redeemed or Purchased

  	
   

  	
  41

  
	
  Section 3.03

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  41

  
	
  Section 3.04

  	
   

  	
  Effect of Notice
  of Redemption

  	
   

  	
  42

  
	
  Section 3.05

  	
   

  	
  Deposit of
  Redemption or Purchase Price

  	
   

  	
  42

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed
  or Purchased in Part

  	
   

  	
  42

  
	
  Section 3.07

  	
   

  	
  Optional
  Redemption

  	
   

  	
  43

  
	
  Section 3.08

  	
   

  	
  Mandatory
  Redemption

  	
   

  	
  43

  
	
  Section 3.09

  	
   

  	
  Offer to
  Purchase by Application of Excess Asset Sale Proceeds

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Notes

  	
   

  	
  45

  
	
  Section 4.02

  	
   

  	
  Maintenance of
  Office or Agency

  	
   

  	
  45

  
	
  Section 4.03

  	
   

  	
  Reports

  	
   

  	
  46

  
	
  Section 4.04

  	
   

  	
  Compliance
  Certificate

  	
   

  	
  47

  
	
  Section 4.05

  	
   

  	
  Taxes

  	
   

  	
  47

  
	
  Section 4.06

  	
   

  	
  Stay, Extension
  and Usury Laws

  	
   

  	
  47

  
	
  Section 4.07

  	
   

  	
  Restricted
  Payments

  	
   

  	
  48

  
	
  Section 4.08

  	
   

  	
  Dividend and
  Other Payment Restrictions Affecting Subsidiaries

  	
   

  	
  51

  
	
  Section 4.09

  	
   

  	
  Incurrence of
  Indebtedness and Issuance of Disqualified Stock

  	
   

  	
  52

  
	
  Section 4.10

  	
   

  	
  Asset Sales

  	
   

  	
  55

  
	
  Section 4.11

  	
   

  	
  Transactions
  with Affiliates

  	
   

  	
  57

  
						



 

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.12

  	
   

  	
  Liens

  	
   

  	
  58

  
	
  Section 4.13

  	
   

  	
  Corporate
  Existence

  	
   

  	
  58

  
	
  Section 4.14

  	
   

  	
  Change of
  Control

  	
   

  	
  59

  
	
  Section 4.15

  	
   

  	
  Payments for
  Consent

  	
   

  	
  60

  
	
  Section 4.16

  	
   

  	
  Additional
  Subsidiary Guarantees

  	
   

  	
  60

  
	
  Section 4.17

  	
   

  	
  Designation of
  Restricted and Unrestricted Subsidiaries

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  SUCCESSORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger,
  Consolidation or Sale of Assets

  	
   

  	
  61

  
	
  Section 5.02

  	
   

  	
  Successor
  Corporation Substituted

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  DEFAULTS AND REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of
  Default

  	
   

  	
  63

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  64

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
   

  	
  65

  
	
  Section 6.04

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  65

  
	
  Section 6.05

  	
   

  	
  Control by
  Majority

  	
   

  	
  65

  
	
  Section 6.06

  	
   

  	
  Limitation on
  Suits

  	
   

  	
  66

  
	
  Section 6.07

  	
   

  	
  Rights of
  Holders of Notes to Receive Payment

  	
   

  	
  66

  
	
  Section 6.08

  	
   

  	
  Collection Suit
  by Trustee

  	
   

  	
  66

  
	
  Section 6.09

  	
   

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  66

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  67

  
	
  Section 6.11

  	
   

  	
  Undertaking for
  Costs

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of
  Trustee

  	
   

  	
  68

  
	
  Section 7.02

  	
   

  	
  Rights of
  Trustee

  	
   

  	
  68

  
	
  Section 7.03

  	
   

  	
  Individual
  Rights of Trustee

  	
   

  	
  69

  
	
  Section 7.04

  	
   

  	
  Trustee’s
  Disclaimer

  	
   

  	
  69

  
	
  Section 7.05

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  70

  
	
  Section 7.06

  	
   

  	
  Reports by
  Trustee to Holders of the Notes

  	
   

  	
  70

  
	
  Section 7.07

  	
   

  	
  Compensation and
  Indemnity

  	
   

  	
  70

  
	
  Section 7.08

  	
   

  	
  Replacement of
  Trustee

  	
   

  	
  71

  
	
  Section 7.09

  	
   

  	
  Successor
  Trustee by Merger, etc.

  	
   

  	
  72

  
	
  Section 7.10

  	
   

  	
  Eligibility;
  Disqualification

  	
   

  	
  72

  
	
  Section 7.11

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
   

  	
  72

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance
  and Discharge

  	
   

  	
  72

  
	
  Section 8.03

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  73

  
	
  Section 8.04

  	
   

  	
  Conditions to
  Legal or Covenant Defeasance

  	
   

  	
  73

  
	
  Section 8.05

  	
   

  	
  Deposited Money
  and Government Securities to be Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  75

  
	
  Section 8.06

  	
   

  	
  Repayment to
  Company

  	
   

  	
  75

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  75

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent
  of Holders of Notes

  	
   

  	
  76

  
	
  Section 9.02

  	
   

  	
  With Consent of
  Holders of Notes

  	
   

  	
  77

  
	
  Section 9.03

  	
   

  	
  Compliance with
  Trust Indenture Act

  	
   

  	
  78

  
	
  Section 9.04

  	
   

  	
  Revocation and
  Effect of Consents

  	
   

  	
  78

  
	
  Section 9.05

  	
   

  	
  Notation on or
  Exchange of Notes

  	
   

  	
  78

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign
  Amendments, etc.

  	
   

  	
  78

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  SUBSIDIARY GUARANTEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
   

  	
  Guarantee

  	
   

  	
  79

  
	
  Section 10.02.

  	
   

  	
  Limitation on
  Guarantor Liability

  	
   

  	
  80

  
	
  Section 10.03.

  	
   

  	
  Execution and
  Delivery of Subsidiary Guarantee

  	
   

  	
  80

  
	
  Section 10.04.

  	
   

  	
  Guarantors
  May Consolidate, etc., on Certain Terms

  	
   

  	
  80

  
	
  Section 10.05.

  	
   

  	
  Releases

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  SATISFACTION AND DISCHARGE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Satisfaction and
  Discharge

  	
   

  	
  82

  
	
  Section 11.02

  	
   

  	
  Application of
  Trust Money

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.01

  	
   

  	
  Trust Indenture
  Act Controls

  	
   

  	
  83

  
	
  Section 12.02

  	
   

  	
  Notices

  	
   

  	
  83

  
	
  Section 12.03

  	
   

  	
  Communication by
  Holders of Notes with Other Holders of Notes

  	
   

  	
  84

  
	
  Section 12.04

  	
   

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
   

  	
  84

  
	
  Section 12.05

  	
   

  	
  Statements
  Required in Certificate or Opinion

  	
   

  	
  85

  
	
  Section 12.06

  	
   

  	
  Rules by
  Trustee and Agents

  	
   

  	
  85

  
	
  Section 12.07

  	
   

  	
  No Personal
  Liability of Directors, Officers, Employees and Stockholders

  	
   

  	
  85

  
	
  Section 12.08

  	
   

  	
  Governing Law

  	
   

  	
  85

  
	
  Section 12.09

  	
   

  	
  No Adverse
  Interpretation of Other Agreements

  	
   

  	
  86

  
	
  Section 12.10

  	
   

  	
  Successors

  	
   

  	
  86

  
	
  Section 12.11

  	
   

  	
  Severability

  	
   

  	
  86

  
	
  Section 12.12

  	
   

  	
  Counterpart
  Originals

  	
   

  	
  86

  
	
  Section 12.13

  	
   

  	
  Table of
  Contents, Headings, etc.

  	
   

  	
  86

  
	
  Section 12.14

  	
   

  	
  Waiver of Jury
  Trial

  	
   

  	
  86

  
	
  Section 12.15

  	
   

  	
  Force Majeure

  	
   

  	
  86

  
	
  Section 12.16

  	
   

  	
  U.S.A. Patriot
  Act

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A1

  	
   

  	
  FORM OF
  NOTE

  	
   

  	
   

  
	
  Exhibit A2

  	
   

  	
  FORM OF
  REGULATION S TEMPORARY GLOBAL NOTE

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  FORM OF
  CERTIFICATE OF TRANSFER

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  FORM OF
  CERTIFICATE OF EXCHANGE

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  FORM OF
  CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  FORM OF
  NOTATION OF GUARANTEE

  	
   

  	
   

  
	
  Exhibit F

  	
   

  	
  FORM OF
  SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

  	
   

  	
   

  
							



 


iii

















 


INDENTURE dated as of April 27,
2010 among Global Geophysical Services, Inc., a Delaware corporation, the
Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as
trustee.


 


The Company, the Guarantors
and the Trustee agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders (as defined) of the  101⁄2% Senior Notes due 2017 (the “Notes”):


 


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section 1.01           Definitions.


 


“144A Global Note” means a Global
Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf
of, and registered in the name of, the Depositary or its nominee that will be
issued in a denomination equal to the outstanding principal amount of the Notes
sold in reliance on Rule 144A.


 


“Acquired Debt” means, with
respect to any specified Person:


 


(1)           Indebtedness of any other Person existing at the time such
other Person is merged with or into or became a Restricted Subsidiary of such
specified Person, including, without limitation, Indebtedness incurred in
connection with, or in contemplation of, such other Person merging with or into
or becoming a Restricted Subsidiary of such specified Person; and


 


(2)           Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person, but excluding, in any event, Indebtedness
that is extinguished, retired or repaid in connection with such Person merging
with or becoming a Restricted Subsidiary of such specified Person.


 


“Additional Interest” has the
meaning assigned to that term pursuant to the Registration Rights Agreement.


 


“Additional Notes” means
additional Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as
the Initial Notes.


 


“Adjusted
Treasury Rate” means, with respect to any redemption date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated “H.15(519)” or any successor publication which is published weekly
by the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities” for the
maturity corresponding to the Comparable Treasury Issue with respect to the
Notes called for redemption (if no maturity is within three months before or
after May 1, 2014, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the
Adjusted Treasury Rate shall be interpolated or extrapolated from such yields
on a straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per year equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such 


 


1

















 


redemption
date, in each case calculated on the third Business Day immediately preceding
the redemption date, plus, in the case of each of clause (i) and (ii),
0.50%.


 


“Affiliate” of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided
that, for purposes of Section 4.11 and the use of the term “Affiliates”
thereunder, beneficial ownership of 10% or more of the voting securities of a
specified Person shall be deemed to be control by the owner thereof.


 


“Agent” means any
Registrar, co-registrar, Paying Agent or additional paying agent.


 


“Applicable Premium” means, at any redemption date, the
excess of (A) the present value at such redemption date of (1) the
redemption price of the Notes on May 1, 2014 (such redemption price being
described in Section 3.07(d)) plus (2) all required remaining
scheduled interest payments due on the Notes through May 1, 2014
(excluding accrued and unpaid interest), computed using a discount rate equal
to the Adjusted Treasury Rate, over (B) the principal amount of the Notes
on such redemption date.  The Company
will (x) calculate the Adjusted Treasury Rate prior to the applicable
redemption date and (y) on the second Business Day prior to such
redemption date, deliver an Officers’ Certificate setting forth the Applicable
Treasury Rate and the Applicable Premium and showing the calculation thereof in
reasonable detail.


 


“Applicable
Procedures” means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures
of the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.


 


“Asset Sale”
means:


 


(1)           the sale, lease, conveyance or other disposition of any
assets or rights (including, without limitation, by way of a Sale/Leaseback
Transaction) other than in the ordinary course of business, or any damage or
loss of property resulting in the payment of property insurance or condemnation
proceeds to the Company or any Restricted Subsidiary (provided that the sale,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by Section 4.14 and Section 5.01 and not by Section 4.10);
and


 


(2)           the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company’s Restricted
Subsidiaries,


 


in
the case of either clause (1) or (2) above, whether in a single
transaction or a series of related transactions, that have a Fair Market Value
in excess of $2.5 million; provided that
the following will not be deemed to be Asset Sales:


 


(1)           any sale, exchange, transfer or other disposition of
inventory, equipment, accounts receivable (or the discounting thereof), data
assets or other assets or rights in the ordinary course of business, including
any Non-Monetary Exchanges;


 


2

















 


(2)           a transfer of assets by the Company to a Restricted
Subsidiary of the Company or by a Restricted Subsidiary of the Company to the
Company or to a Restricted Subsidiary of the Company;


 


(3)           an issuance or sale of Equity Interests by a Restricted
Subsidiary of the Company to the Company or to another Restricted Subsidiary of
the Company;


 


(4)           (A) a Permitted Investment or (B) a Restricted
Payment that is permitted by Section 4.07;


 


(5)           the trade, sale or exchange of Cash Equivalents;


 


(6)           the sale, exchange or other disposition of obsolete assets
not integral to any Permitted Business;


 


(7)           the abandonment or relinquishment of assets in the
ordinary course of business;


 


(8)           any lease of assets entered into in the ordinary course of
business and with respect to which the Company or any Restricted Subsidiary of
the Company is the lessor and the lessee has no option to purchase such assets
for less than fair market value at any time the right to acquire such asset
occurs;


 


(9)           the disposition of assets received in settlement of debts
accrued in the ordinary course of business;


 


(10)         the creation or perfection of a Lien on any assets (or any
income or profit therefrom) of the Company or any of its Restricted
Subsidiaries that is not prohibited by any covenant of this Indenture;


 


(11)         the surrender or waiver in the ordinary course of business
of contract rights or the settlement, release or surrender of contractual,
non-contractual or other claims of any kind;


 


(12)         sales or grants of non-exclusive licenses or sublicenses to
use the inventory, patents, trade secrets, know-how and other intellectual
property, and non-exclusive licenses, leases or subleases of other assets, of
the Company or any of its Restricted Subsidiaries to the extent in the ordinary
course of business and not materially interfering with the business of the
Company and its Restricted Subsidiaries, and the grant in the ordinary course
of business of any non-exclusive license of patents, trademarks, registrations
therefor and other similar intellectual property; and


 


(13)         any sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary.


 


“Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.


 


“Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of
any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion or
exercise of other 


 


3

















 


securities,
whether such right is currently exercisable or is exercisable only after the
passage of time.  The terms “Beneficially
Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Board of
Directors” means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.


 


“Broker-Dealer” has the
meaning set forth in the Registration Rights Agreement.


 


“Business Day” means any day
other than a Legal Holiday.


 


“Capital Lease Obligations” means, at the
time any determination thereof is to be made, the amount of the liability in
respect of one or more capital leases that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.


 


“Capital Stock” means (1) in
the case of a corporation, corporate stock; (2) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; (3) in
the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and (4) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing
Person.


 


“Cash Equivalents” means:


 


(1)           United States dollars;


 


(2)           securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality
thereof having maturities of not more than one year from the date of
acquisition;


 


(3)           certificates of deposit and Eurodollar time deposits with
maturities of not more than one year from the date of acquisition, bankers’
acceptances with maturities of not more than one year from the date of
acquisition and overnight bank deposits, in each case, with any domestic
commercial bank having capital and surplus in excess of $500 million and a
Thompson BankWatch Rating of “B” or better;


 


(4)           repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;


 


(5)           commercial paper having one of the two highest ratings
obtainable from Moody’s or S&P with maturities of not more than one year
from the date of acquisition; and


 


(6)           money market funds 95% of the assets of which constitute
Cash Equivalent of the types described in clauses (1) — (5) above.


 


“Change
of Control” means the occurrence of one or more of the
following events:


 


(1)           any direct or indirect sale, lease, transfer, conveyance
or other disposition (in one transaction or a series of related transactions)
of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole to any Person or group of related
Persons as that term is used in Section 13(d)(3) of the Exchange Act
(a “Group”) together with 


 


4

















 


any Affiliates thereof (whether or not
otherwise in compliance with the provisions of this Indenture) other than to
the Company or a Restricted Subsidiary of the Company;


 


(2)           the approval by the holders of Capital Stock of the
Company of any plan or proposal for the liquidation or dissolution of the
Company;


 


(3)           the acquisition, in one or more transactions, of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of Voting Securities of the Company by any Person or Group that, as a
result of such acquisition, either (A) beneficially owns (within the
meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, at
least 50% of the Company’s then outstanding Voting Securities (measured by
voting power rather than number of shares) or (B) otherwise has the
ability to elect, directly or indirectly, a majority of the members of the
Board of Directors, including, without limitation, by the acquisition of
revocable proxies for the election of directors; or


 


(4)           the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.


 


“Clearstream” means
Clearstream Banking, S.A.


 


“Commodity Hedging Agreements” means agreements or
arrangements designed to protect such Person against fluctuations in the price
of any commodity, in each case, in connection with the conduct of its business
and not for speculative purposes.


 


“Commodity Hedging Obligations” means, with respect to any
Person, the net payment Obligations of such Person under Commodity Hedging
Agreements.


 


“Company”  means Global
Geophysical Services, Inc., and any and all successors thereto.


 


“Comparable
Treasury Issue” means the United States Treasury security selected
by the Quotation Agent as having a maturity comparable to the remaining term
from the redemption date to May 1, 2014, that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a maturity most nearly equal
to May 1, 2014.


 


“Comparable Treasury Price” means, with respect to any
redemption date, if clause (ii) of the definition of Adjusted Treasury
Rate is applicable, the average of three, or such lesser number as is obtained
by the Quotation Agent, Reference Treasury Dealer Quotations for the redemption
date.


 


“Consolidated
Cash Flow” means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period, plus:


 


(1)           an amount equal to any extraordinary, unusual or
nonrecurring expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of Consolidated Net Income for such period,
losses on sales of assets outside of the ordinary course of business) plus any
net loss realized in connection with an Asset Sale (to the extent such losses
were deducted in computing such Consolidated Net Income), plus


 


(2)           provision for taxes based on income or profits of such
Person and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income,
plus


 


5

















 


(3)           Fixed Charges of such Person and its Restricted
Subsidiaries for such period to the extent that any such expense or charge was
deducted in computing such Consolidated Net Income, plus


 


(4)           unrealized non-cash losses resulting from foreign currency
balance sheet adjustments required by GAAP to the extent such losses were
deducted in computing such Consolidated Net Income, plus


 


(5)           depreciation and amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash charges of such
Person and its Restricted Subsidiaries for such period to the extent that such
depreciation and amortization and other non-cash charges were deducted in
computing such Consolidated Net Income, minus


 


(6)           non-cash items increasing such Consolidated Net Income for
such period,


 


in each case, on a
consolidated basis and determined in accordance with GAAP.


 


Notwithstanding
the preceding, the provision for taxes on the income or profits of, and the
depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of the specified Person shall be added to Consolidated Net Income to
compute Consolidated Cash Flow only to the extent (and in same proportion) that
the Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person and only if a corresponding amount would
be permitted at the date of determination to be dividended to such Person by
such Restricted Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.


 


“Consolidated Net Income” means, with
respect to any Person for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries (for such period, on a consolidated
basis, determined in accordance with GAAP); provided, that


 


(1)           the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted Subsidiary (the
Company’s equity in the net loss of any such Person for such period will be
included in determining Consolidated Net Income);


 


(2)           the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, except that (a) the Company’s equity in the income of any
such Restricted Subsidiary for such period will be included in Consolidated Net
Income up to the aggregate amount of cash actually distributed by such
Restricted Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend or other distribution and (b) the Company’s
equity in the net loss of any such Restricted Subsidiary for such period will
be included  in determining such
Consolidated Net Income;


 


6

















 


(3)           the cumulative effect of a change in accounting principles
shall be excluded;


 


(4)           any non-cash impairment charges resulting from the
writedown of non-current assets shall be excluded, as if such writedown had not
occurred;


 


(5)           to the extent deducted in the calculation of Net Income,
any charges associated with any write-offs of deferred financing costs or other
financial recapitalization charges in connection with redeeming or retiring any
Indebtedness prior to its Stated Maturity will be added back to Consolidated
Net Income; and


 


(6)           any unrealized non-cash gains or losses in respect of
hedges and other derivatives (including those under FAS 133) shall be excluded.


 


“continuing” means, with
respect to any Default or Event of Default, that such Default or Event of
Default has not been cured or waived.


 


“Continuing Directors” means, as of
any date or for any period of determination, any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors
on the first day of such period or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.


 


“Corporate
Trust Office of the Trustee” will be at the address of
the Trustee specified in Section 12.02 hereof or such other address as to
which the Trustee may give notice to the Company.


 


“Credit Facilities” means, with
respect to the Company or any of its Restricted Subsidiaries, one or more debt
facilities, commercial paper facilities or Debt Issuances, including the New
Revolving Credit Facility, with banks, investment banks, insurance companies,
mutual funds, hedge funds, other institutional lenders, institutional investors
or any of the foregoing providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such
lenders, other financiers or to special purpose entities formed to borrow from
(or sell such receivables to) such lenders or other financiers against such
receivables), letters of credit, bankers’ acceptances, other borrowings or Debt
Issuances, in each case, as amended, restated, modified, renewed, extended,
refunded, replaced or refinanced (in each case, without limitation as to
amount), in whole or in part, from time to time (including through one or more
Debt Issuances) and any agreements and related documents governing Indebtedness
or Obligations incurred to refinance amounts then outstanding or permitted to
be outstanding, whether or not with the original administrative agent, lenders,
investment banks, insurance companies, mutual funds, other institutional
lenders, institutional investors or any of the foregoing and whether provided
under the original agreement, indenture or other documentation relating
thereto.


 


“Currency Hedging Agreements” means, at
any time as to any Person, any foreign currency exchange agreement, option or
futures contract or other similar agreement or arrangement entered into in the
ordinary course of business and designed to protect against or manage such
Person’s exposure to fluctuations in foreign currency exchange rates.


 


“Currency Hedging Obligations” means, with respect to any
Person, the net payment Obligations of such Person under Currency Hedging
Agreements.


 


“Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any
successor entity thereto.


 


7

















 


“Debt Issuances” means, with respect to
the Company or any Restricted Subsidiary, one or more issuances after the Issue
Date of Indebtedness evidenced by notes, debentures, bonds or other similar
securities or instruments.


 


“Default” means any
event that is or with the passage of time or the giving of notice (or both)
would be an Event of Default.


 


“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, substantially in the form of Exhibit A1
hereto except that such Note shall not bear the Global Note Legend and shall
not have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.


 


“Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the
Person specified in Section 2.03 hereof as the Depositary with respect to
the Notes, and any and all successors thereto appointed as depositary hereunder
and having become such pursuant to the applicable provision of this Indenture.


 


“Disqualified Stock” means, with
respect to any Person, any Capital Stock to the extent that by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable) or upon the happening of any event, it matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
date that is 91 days after the date on which the Notes mature, except such
Capital Stock that is solely redeemable with, or solely exchangeable for, any
Capital Stock of such Person that is not Disqualified Stock.


 


Notwithstanding the
preceding paragraph, any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company or any
of its Restricted Subsidiaries to repurchase Capital Stock upon the occurrence
of a change of control or an asset sale shall not constitute Disqualified Stock
if the terms of such Capital Stock provide that the Company or such Restricted
Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07.


 


“Domestic Subsidiary” means any
Restricted Subsidiary of the Company formed under the laws of the United States
or any state of the United States or the District of Columbia or that
guarantees or otherwise provides direct credit support for any Indebtedness of
the Company.


 


“Equity Interests” means Capital
Stock and all warrants, options or other rights to acquire Capital Stock (but
excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).


 


“Equity Offering” means any
public or private sale of Capital Stock of the Company or options, warrants or
rights with respect to its Capital Stock (other than sales made to any
Restricted Subsidiary of the Company and sales of Disqualified Stock) made for
cash after the Issue Date.


 


“Euroclear” means
Euroclear Bank, S.A./N.V., as operator of the Euroclear system.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Exchange Notes” means Notes
registered under the Securities Act that are issued under this Indenture in
exchange for the Notes initially issued under this Indenture pursuant to the
Exchange Offer or in replacement of any such initially issued Notes pursuant to
the Shelf Registration Statement.


 


8
















 


“Exchange Offer” has the
meaning set forth in the Registration Rights Agreement.


 


“Exchange Offer
Registration Statement” has the meaning set forth in the
Registration Rights Agreement.


 


“Existing Indebtedness” means the
aggregate Indebtedness of the Company and its Restricted Subsidiaries
outstanding on the Issue Date.


 


“Fair
Market Value” means, with respect to consideration received or to
be received, or given or to be given, pursuant to any transaction by the
Company or any Restricted Subsidiary, the fair market value of such
consideration as determined (unless otherwise specified in this Indenture) in
good faith by the Board of Directors of the Company, whose determination shall
be conclusive and evidenced by a resolution of such Board of Directors set
forth in an Officers’ Certificate delivered to the Trustee.


 


“Financial Hedging Agreements” means (1) interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements and (2) other agreements or arrangements designed to protect
such Person against fluctuations in interest rates or currency exchange rates
in connection with the conduct of its business and not for speculative
purposes.


 


“Financial Hedging Obligations” means, with respect to any
Person, the net payment Obligations of such Person under Financial Hedging
Agreements.


 


“Fixed Charge Coverage
Ratio” means, with respect to any Person for any period, the ratio of the
Consolidated Cash Flow of such Person for such period to the Fixed Charges of
such Person for such period.  If the
Company or any of its Restricted Subsidiaries incurs, assumes, guarantees,
redeems or repays any Indebtedness (other than revolving credit borrowings
under any Credit Facility) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
“Calculation Date”), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, redemption or repayment of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, as if the same had
occurred at the beginning of the applicable four-quarter reference period.  In addition, for purposes of making the
computation referred to above:


 


(1)           acquisitions that have been made by the specified Person
or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated giving pro forma effect to any expense,
cost reductions and operating improvements that have occurred or are reasonably
expected to occur in accordance with Regulation S-X promulgated by the SEC and
any regulation or policy related thereto;


 


(2)           the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded; and


 


(3)           the Fixed Charges attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges are 


 


9

















 


not obligations of the specified Person or
any of its Restricted Subsidiaries on the Calculation Date.


 


“Fixed Charges” means, with
respect to any Person for any period, the sum, without duplication, of:


 


(1)           the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation or duplication, amortization of debt issuance costs and
original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other
fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net payments (if any) pursuant to Hedging Obligations);


 


(2)           the consolidated interest of such Person and its
Restricted Subsidiaries that was capitalized during such period;


 


(3)           any interest expense on Indebtedness of another Person
that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries (whether or not such guarantee or Lien is called upon); and


 


(4)           all dividend payments, whether or not in cash, on any
series of preferred stock of such Person or any of its Restricted Subsidiaries,
other than dividend payments on Equity Interests payable solely in Equity
Interests of the Company (other than Disqualified Stock).


 


“Foreign Subsidiary” means any
Restricted Subsidiary of the Company that is not a Domestic Subsidiary.


 


“GAAP” means
generally accepted accounting principles in the United States, which are
applicable at the date of determination.


 


“Global Note Legend” means the
legend set forth in Section 2.06(g)(2) hereof, which is required to
be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes deposited with or on behalf of and registered in the
name of the Depositary or its nominee, substantially in the form of Exhibit A1
hereto and that bears the Global Note Legend and that has the “Schedule of
Exchanges of Interests in the Global Note” attached thereto, issued in
accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or
2.06(f) hereof.


 


“Government Securities” means direct
obligations of, or obligations guaranteed by, the United States of America for
the payment of which guarantees or obligations the full faith and credit of the
United States is pledged.


 


“Guarantee” means a
guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, letters of credit and reimbursement agreements
in respect thereof or pledging assets to secure), of all or any part of any
Indebtedness.


 


“Guarantors” means:


 


10

















 


(1)           each of the Company’s Domestic Subsidiaries as of the
Issue Date;


 


(2)           each of the Company’s Domestic Subsidiaries that becomes a
guarantor of the Notes pursuant to Section 4.16; and


 


(3)           each of the Company’s other Restricted Subsidiaries
executing a supplemental indenture in which such Restricted Subsidiary agrees
to guarantee the obligations of the Company under, or to be bound by the terms
of this Indenture;


 


provided that any Person constituting a Guarantor as
described above shall cease to constitute a Guarantor when its respective
Subsidiary Guarantee is released in accordance with the terms of this
Indenture.


 


“Hedging Obligations” means, with
respect to any Person, collectively, the Commodity Hedging Obligations of such
Person, the Currency Hedging Obligations of such Person and the Financial
Hedging Obligations of such Person.


 


“Holder” means a Person
in whose name a Note is registered.


 


“IAI Global Note” means a Global
Note substantially in the form of Exhibit A1 hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of
and registered in the name of the Depositary or its nominee that will be issued
in a denomination equal to the outstanding principal amount of the Notes sold
to Institutional Accredited Investors.


 


“Indebtedness” means, with
respect to any Person, without duplication,


 


(1)           the principal of and premium, if any, with respect to
indebtedness of such Person for borrowed money or evidenced by bonds, notes,
debentures or similar instruments;


 


(2)           reimbursement obligations of such Person for letters of
credit or banker’s acceptances;


 


(3)           Capital Lease Obligations of such Person;


 


(4)           obligations of such Person for the payment of the balance
deferred and unpaid of the purchase price of any property except any such
balance that constitutes an accrued expense or trade payable;


 


(5)           Hedging Obligations (the amount of which at any time of
determination shall be equal to the termination value of the agreement or
arrangement giving rise to such Hedging Obligation that would be payable at
such time); or


 


(6)           preferred stock of a Restricted Subsidiary that is not a
Guarantor (but excluding, in each case, any accrued dividends);


 


in the case of the foregoing
clauses (1) through (5) if and to the extent any of the foregoing
obligations or indebtedness (other than letters of credit, banker’s acceptances
and Hedging Obligations), but excluding amounts recorded in accordance with
Statement of Financial Accounting Standard No. 133, would appear as a
liability upon a balance sheet of such Person prepared in accordance with
GAAP.  In the case of the foregoing
clause (6), the amount of Indebtedness attributable to such preferred stock
shall be the repurchase price calculated in accordance with the terms of such
preferred stock as if the preferred stock were repurchased on the date on which
Indebtedness is required to be determined pursuant to this 


 


11

















 


Indenture; provided that if the preferred stock is not then permitted to
be repurchased, the amount of Indebtedness shall be the greater of the
liquidation preference and the book value of the preferred stock.


 


In addition, the term “Indebtedness”
includes, without duplication:


 


(A)          obligations
or indebtedness of other Persons of the type referred to in the foregoing
clauses (1) through (6) that are secured by a Lien on any asset of
such Person (whether or not such Indebtedness is assumed by such Person), but
in an amount not to exceed the lesser of the amount of such other Person’s
obligation or indebtedness or the Fair Market Value of such asset; and


 


(B)           to the
extent not otherwise included, the guarantee by such Person of any obligations
or indebtedness of other Persons of the type referred to in the foregoing
clauses (1) through (6), whether or not such guarantee is contingent, and
whether or not such guarantee appears on the balance sheet of such Person.


 


“Indenture” means this
Indenture, as amended or supplemented from time to time.


 


“Indirect Participant” means a Person
who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means the
first $200 million aggregate principal amount of Notes issued under this
Indenture on the date hereof.


 


“Initial Public Offering” means the initial public sale of
common stock of the Company registered under the Securities Act pursuant to a
registration statement initially filed with the SEC on October 16, 2009
(File No. 333-162540), as subsequently amended.


 


“Initial Purchasers” means Barclays
Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities
LLC.


 


“Institutional Accredited
Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who are not also QIBs.


 


“Investments” means, with
respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the forms of direct or indirect loans (including
guarantees of Indebtedness or other Obligations), advances (other than advances
to customers in the ordinary course of business which are recorded as accounts
receivable on the balance sheet of the lender and commissions, moving, travel
and similar advances to employees and officers made in the ordinary course of
business) or capital contributions, purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP. 
If the Company or any of its Restricted Subsidiaries sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a direct or indirect Restricted
Subsidiary of the Company, the Company, or such Restricted Subsidiary, as the
case may be, shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in the last paragraph of Section 4.17.


 


“Issue Date” means the first date on which the Notes are
issued, authenticated and delivered under this Indenture.


 


12

















 


“Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New
York or at a place of payment are authorized by law, regulation or executive
order to remain closed.  If a payment date
is a Legal Holiday at a place of payment, payment may be made at that place on
the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.


 


“Letter of Transmittal” means the
letter of transmittal to be prepared by the Company and sent to all Holders of
the Notes for use by such Holders in connection with the Exchange Offer.


 


“Lien” means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law (including any conditional
sale or other title retention agreement, any lease in the nature thereof, any
option or other agreement to sell or give a security interest in any asset and
any filing of or agreement to give any financing statement under the Uniform
Commercial Code (or equivalent statutes) of any jurisdiction).


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.


 


“Net Income” means, with respect to any Person, the net
income (loss) of such Person, determined in accordance with GAAP, excluding,
however, (1) any gain (but not loss), together with any related provision
for taxes on such gain (but not loss), realized in connection with (a) any
Asset Sale (including, without limitation, dispositions pursuant to any
Sale/Leaseback Transaction); or (b) the disposition of any securities by
such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any
extraordinary, unusual or nonrecurring gain (but not loss), together with any
related provision for taxes on such extraordinary or nonrecurring gain (but not
loss).


 


“Net Proceeds” means the
aggregate cash proceeds or Cash Equivalents received by the Company or any of
its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct
costs relating to such Asset Sale (including, without limitation, legal,
accounting, investment banking and brokers’ fees, sales and underwriting
commissions and other reasonable costs incurred in preparing such asset for
sale), any relocation expenses incurred as a result thereof and any related
severance and associated costs, expenses and charges of personnel related to
the sold assets and related operations, (ii) taxes paid or reserved as
payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), (iii) distributions
and payments required to be made to minority interest holders in Restricted
Subsidiaries as a result of such Asset Sale, (iv) amounts paid in order to
satisfy any Lien attaching to an asset in connection with such Asset Sale and (v) any
reserve for adjustment (whether or not placed in escrow) in respect of the sale
price of such asset or assets established in accordance with GAAP.


 


“New Revolving Credit
Facility” means the revolving credit facility to be executed in
connection with the offering of the Notes in the manner described in the Company’s
Offering Memorandum dated April 22, 2010, as evidenced by the credit
agreement among
Global, Bank of America, N.A., as administrative agent, swing line lender and
L/C issuer, Credit Suisse, as syndication agent, and the lenders described
therein, as amended, supplemented, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time with another
revolving credit facility.


 


13

















 


“Non-Monetary Exchange” means the grant by the Company or any
of its Restricted Subsidiaries to a customer of a non-exclusive license to
selected data from its data library in exchange for ownership of separate
seismic data supplied by such customer.


 


“Non-Recourse
Indebtedness” means Indebtedness:


 


(1)           as to which neither the Company nor any of its Restricted
Subsidiaries (a) provides any guarantee or credit support of any kind
(including any undertaking, guarantee, indemnity, agreement or instrument that
would constitute Indebtedness) or (b) is directly or indirectly liable (as
a guarantor or otherwise);


 


(2)           the incurrence of which will not result in any recourse
against any of the assets of the Company or its Restricted Subsidiaries; and


 


(3)           no default with respect to which would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare pursuant to the
express terms governing such Indebtedness a default on such other Indebtedness
or cause the payment thereof to be accelerated or payable prior to its Stated
Maturity.


 


“Non-U.S. Person” means a Person
who is not a U.S. Person.


 


“Notes” has the
meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes
shall be treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase,
and unless the context otherwise requires, all references to the Notes shall
include the Initial Notes and any Additional Notes.


 


“Obligations” means any
principal, premium (if any), interest, including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company or its Restricted Subsidiaries (whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages, guarantees (including the
Subsidiary Guarantees) and other liabilities or amounts payable under the
documentation governing any Indebtedness or in respect thereof.


 


“Officer” means, with
respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Vice-President of such Person.


 


“Officers’ Certificate” means a
certificate signed on behalf of the Company by two Officers of the Company, one
of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that
meets the requirements of Section 12.05 hereof.


 


“Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Section 12.05 hereof.  The counsel may be an employee of or counsel
to the Company, any Subsidiary of the Company or the Trustee.


 


“Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).


 


14

















 


“Permitted Acquisition Indebtedness” means Indebtedness or
Disqualified Stock of the Company or any Guarantor to the extent such
Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of (i) a
Subsidiary prior to the date on which such Subsidiary became a Restricted
Subsidiary or (ii) a Person that merged or consolidated with or into the
Company or a Guarantor; provided that
on the date such Subsidiary became a Restricted Subsidiary or the date such
Person was merged or consolidated with or into the Company or a Guarantor, as
applicable, after giving pro forma effect thereto, (a) the Company would
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in Section 4.09 or (b) the
Fixed Charge Coverage Ratio for the Company would be greater than the Fixed
Charge Coverage Ratio for the Company immediately prior to such transaction.


 


“Permitted Business” means, with
respect to the Company and its Restricted Subsidiaries:


 


(1)           any
business engaged in by the Company or any of its Restricted Subsidiaries on the
Issue Date; and


 


(2)           any
business that is a reasonable extension, development or expansion of, or
reasonably related to, any of the businesses referred to in clause (1).


 


“Permitted Investments” means:


 


(1)           any Investment in the Company or in a Restricted
Subsidiary of the Company;


 


(2)           any Investment in Cash Equivalents or deposit accounts
maintained in the ordinary course of business consistent with past practices;


 


(3)           any Investment by the Company or any Restricted Subsidiary
of the Company in a Person, if as a result of such Investment:


 


(a)   such Person
becomes a Restricted Subsidiary of the Company; or


 


(b)   such Person is
merged or consolidated with or into, or transfers or otherwise disposes of all
or substantially all of its properties or assets to, or is liquidated into, the
Company or a Restricted Subsidiary of the Company;


 


(4)           any business engaged in by the Company or any of its
Restricted Subsidiaries on the Issue Date; and


 


(a)   an Asset Sale that
was made pursuant to and in compliance with Section 4.10; or


 


(b)   a disposition of
assets that does not constitute an Asset Sale;


 


(5)           any acquisition of assets solely in exchange for the
issuance of Equity Interests (other than Disqualified Stock) of the Company;


 


(6)           any Investment received in settlement of debts, claims or
disputes owed to the Company or any Restricted Subsidiary of the Company that
arose out of transactions in the ordinary course of business;


 


15

















 


(7)           any Investment received in connection with or as a result
of a bankruptcy, workout or reorganization of any Person;


 


(8)           advances and extensions of credit in the nature of
accounts receivable arising from the sale or lease of goods or services or the
licensing of property in the ordinary course of business;


 


(9)           advances and loans to employees, officers and directors
(including, without limitation, loans and advances the net cash proceeds of
which are used solely to purchase Equity Interests of the Company in connection
with restricted stock or employee stock purchase plans, or to exercise stock
received pursuant thereto or other incentive plans in a principal amount not to
exceed the aggregate exercise or purchase price), or loans to refinance
principal and accrued interest on any such loans; provided
that the aggregate principal amount of such loans, advances and allowances
shall not exceed at any time $2.0 million;


 


(10)         other Investments by the Company or any Restricted
Subsidiary of the Company in any Person having an aggregate Fair Market Value
(measured as of the date each such Investment is made and without giving effect
to subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (10), not to exceed $10.0 million;


 


(11)         Investments in the form of intercompany Indebtedness or guarantees
of Indebtedness of a Restricted Subsidiary of the Company permitted under
clauses (4) and (8) of Section 4.09;


 


(12)         Investments arising in connection with Hedging Obligations
that are incurred in the ordinary course of business for the purpose of fixing
or hedging commodity, currency or interest rate risk in connection with the
conduct of the business of the Company and its Subsidiaries and not for
speculative purposes;


 


(13)         any Investments in prepaid expenses, negotiable instruments
held for collection and lease, utility, worker’s compensation, performance and
other similar deposits and prepaid expenses made in the ordinary course of
business; and


 


(14)         Investments pursuant to agreements and obligations of the
Company and any Restricted Subsidiary in effect on the Issue Date and any
renewals or replacements thereof on terms and conditions not materially less
favorable to the Company or such Restricted Subsidiary, as the case may be,
than the terms of the Investment being renewed or replaced.


 


“Permitted Liens” means:


 


(1)           Liens securing Indebtedness incurred under Credit
Facilities pursuant to clause (1) of the definition of “Permitted Debt” in
Section 4.09;


 


(2)           Liens granted in favor of the Company or the Guarantors;


 


(3)           Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (5) of the definition of “Permitted Debt”
in Section 4.09 covering only the assets acquired, constructed, improved
or developed with, or secured by, such Indebtedness;


 


(4)           Liens existing on the Issue Date;


 


16

















 


(5)           Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings diligently pursued; provided that
any reserve or other appropriate provision as is required in conformity with
GAAP has been made therefor;


 


(6)           carriers’, warehousemen’s, mechanics’, materialmen’s,
repairman’s or other like Liens arising in the ordinary course of business;


 


(7)           pledges or deposits in connection with workers’
compensation, unemployment insurance and other social security legislation;


 


(8)           deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;


 


(9)           any interest or title of a lessor under any Capital Lease
entered into by the Company or any of its Subsidiaries in the ordinary course
of its business and covering only the property or assets so leased;


 


(10)         Liens in favor of collecting or payor banks having a right
of setoff, revocation, refund or chargeback with respect to money or
instruments of the Company or any of its Subsidiaries on deposit with or in
possession of such bank;


 


(11)         Liens to secure Hedging Obligations of the Company and its
Restricted Subsidiaries, in each case incurred in the ordinary course of
business and not for speculative purposes;


 


(12)         Liens on property or assets of a Person existing at the time
(a) such Person is merged with or into or consolidated with the Company or
any Restricted Subsidiary, (b) such Person becomes a Restricted Subsidiary
or (c) such property is otherwise acquired by the Company or a Restricted
Subsidiary; provided, that such Liens were in
existence prior to the contemplation of such merger, consolidation or other
acquisition and do not extend to any property or assets other than those of the
Person merged into or consolidated with the Company or the Restricted
Subsidiary in the case of a merger or consolidation pursuant to clause (a) or
such property or assets in the case of such other acquisition in the case of
clause (b) or (c);


 


(13)         Liens to secure any Permitted Refinancing Indebtedness
permitted to be incurred under this Indenture; provided
that (a) the new Lien shall be limited to all or part of the same property
or assets that secured or, under the written agreements pursuant to which the
original Lien arose, could secure the original Lien (plus improvements and
accessions to, such property or assets or proceeds or distributions thereof)
and (b) the Indebtedness secured by the new Lien is not increased to any
amount greater than the sum of (x) the outstanding principal amount, or,
if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an
amount necessary to pay any fees and expenses, including premiums, related to
such renewal, refunding, refinancing, replacement, defeasance or discharge;


 


(14)         Liens upon specific items of inventory, accounts receivables
or other goods and proceeds of the Company or any Restricted Subsidiary
securing such Person’s obligations in respect of banker’s acceptances or
receivables securitizations issued or created for the account of such Person to
facilitate the purchase, shipment or storage of such inventory, accounts
receivables or other goods and proceeds and permitted by Section 4.09;


 


17

















 


(15)         any Lien resulting from the deposit of money or other Cash
Equivalents or other evidence of indebtedness in trust for the purpose of
defeasing Indebtedness of the Company or any Restricted Subsidiary;


 


(16)         any Liens securing industrial development, pollution control
or similar bonds; and


 


(17)         Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company with respect to
Indebtedness that does not exceed in aggregate principal amount (or accreted
value, as applicable) $7.5 million at any one time outstanding.


 


“Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries, or portion of such Indebtedness, issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace,
defease or refund other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness), including Indebtedness
that extends, refinances, renews, replaces, defeases or refunds Permitted
Refinancing Indebtedness, provided that:


 


(1)           the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accreted value, if applicable), plus accrued and unpaid interest on, the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded
(plus fees and expenses incurred in connection therewith, including any premium
or defeasance cost);


 


(2)           such Permitted Refinancing Indebtedness has a final
maturity date equal to or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;


 


(3)           if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes
or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and is subordinated
in right of payment to, the Notes or the Subsidiary Guarantees, as the case may
be, on terms at least as favorable to the this Indentures of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and


 


(4)           such Indebtedness is not incurred by a Restricted
Subsidiary of the Company if the Company is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.


 


Notwithstanding
the preceding, any Indebtedness incurred under Credit Facilities pursuant to
clause (1) of the definition of “Permitted Debt” in Section 4.09
shall be subject to the refinancing provisions of the definition of “Credit
Facilities” and not pursuant to the requirements set forth in this definition
of Permitted Refinancing Indebtedness.


 


“Person” means any
individual, corporation, partnership, joint venture, association, joint stock
company, trust, limited liability company, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.


 


18

















 


“Private Placement Legend” means the
legend set forth in Section 2.06(g)(1) hereof to be placed on all
Notes issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Quotation Agent” means the Reference Treasury Dealer
selected by the Company to act as Quotation Agent from time to time.


 


“Reference Treasury Dealer” means any nationally recognized
investment banking firm selected by the Company that is a primary dealer of
Government Securities.


 


“Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue with respect to the Notes, expressed in each case as
a percentage of its principal amount, quoted in writing to the Quotation Agent
by such Reference Treasury Dealer at 5:00 p.m., New York City Time, on the
third Business Day immediately preceding the redemption date.


 


“Registration Rights
Agreement” means the Registration Rights Agreement, dated as
of April 27, 2010, among the Company, the Guarantors and the other parties
named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements among the Company, the
Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given
by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act.


 


“Regulation S” means
Regulation S promulgated under the Securities Act.


 


“Regulation S Global Note” means a
Regulation S Temporary Global Note or Regulation S Permanent Global Note, as
appropriate.


 


“Regulation S Permanent
Global Note” means a permanent Global Note in the form of Exhibit A1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Regulation S Temporary Global Note upon expiration of the Restricted
Period.


 


“Regulation S Temporary
Global Note” means a temporary Global Note in the form of Exhibit A2
hereto deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.


 


“Responsible Officer” when used with
respect to the Trustee, means any officer within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.


 


“Restricted Definitive
Note” means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note” means a Global
Note bearing the Private Placement Legend.


 


19

















 


“Restricted Investment” means an
Investment other than a Permitted Investment.


 


“Restricted Period” means the
40-day distribution compliance period as defined in Regulation S.


 


“Restricted Subsidiary” of a Person means any Subsidiary of
the referenced Person that is not an Unrestricted Subsidiary or a direct or
indirect Subsidiary of an Unrestricted Subsidiary; provided
that, on the Issue Date, all Subsidiaries of the Company shall be Restricted
Subsidiaries of the Company.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


“Rule 903” means Rule 903
promulgated under the Securities Act.


 


“Rule 904” means Rule 904
promulgated under the Securities Act.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.


 


“Sale/Leaseback Transaction” means an arrangement relating to
property or assets owned by the Company or a Restricted Subsidiary on the Issue
Date or thereafter acquired by the Company or a Restricted Subsidiary whereby
the Company or a Restricted Subsidiary transfers such property or assets to a
Person (other than the Company or a Restricted Subsidiary) and the Company or a
Restricted Subsidiary leases such property or assets from such Person.


 


“SEC” means the
Securities and Exchange Commission.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Senior Indebtedness” means, with respect to any Person, (A) all
Indebtedness of such Person, whether outstanding on the Issue Date or
thereafter created, incurred or assumed and (B) all other Obligations of
such Person in respect of Indebtedness described in clause (A) above,
unless, in the case of clauses (A) and (B), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such Indebtedness or other Obligations are subordinate in right
of payment to the Notes or any Subsidiary Guarantee; provided,
however, that Senior Indebtedness shall
not include:


 


(1)           any obligation of such Person to the Company or any
Affiliate of the Company;


 


(2)           any liability for Federal, state, foreign, local or other
taxes owed or owing by such Person;


 


(3)           any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities);


 


(4)           any Indebtedness or other Obligation of such Person that
is subordinate or junior in any respect to any other Indebtedness or other
Obligation of such Person;


 


(5)           the portion of any Indebtedness which at the time of
incurrence is incurred in violation of this Indenture; and


 


(6)           any Capital Stock.


 


20

















 


“Shelf Registration
Statement” means the Shelf Registration Statement as defined
in the Registration Rights Agreement.


 


“Significant Subsidiary” means any
Subsidiary of the Company that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to
the Securities Act, as such Regulation is in effect on the Issue Date.


 


“Stated
Maturity” means, with respect to any installment of interest or
principal, or sinking fund or mandatory redemption of principal, on any series
of Indebtedness, the date on which such payment of interest or principal was scheduled
to be paid or made, as applicable, in the original documentation governing such
Indebtedness, and shall not include any contingent obligations to repay, redeem
or repurchase any such interest or principal prior to the date originally
scheduled for the payment thereof.


 


“Subordinated Obligation” means any Indebtedness of the
Company (whether outstanding on the Issue Date or thereafter incurred) which
pursuant to a written agreement is subordinate or junior in right of payment to
the Notes and any Indebtedness of a Guarantor (whether outstanding on the Issue
Date or thereafter incurred) which pursuant to a written agreement is
subordinate or junior in right of payment to its Subsidiary Guarantee.


 


“Subsidiary” means, with
respect to any Person,


 


(1)           any corporation, association or other business entity of
which more than 50% of the total voting power of the Voting Stock thereof is at
the time owned or controlled, directly or indirectly, by such Person; and


 


(2)           any partnership (a) the sole general partner or the
managing general partner of which is such Person or an entity described in
clause (1) and related to such Person or (b) the only general
partners of which are such Person or of one or more entities described in
clause (1) and related to such Person (or any combination thereof).


 


“Subsidiary Guarantee” means the Guarantee of the Notes and
the Exchange Notes by each of the Guarantors pursuant to this Indenture.


 


“TIA” means the
Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).


 


“Total Assets” means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent
consolidated balance sheet of the Company then available, after giving pro
forma effect for acquisitions or dispositions of Persons, divisions or lines of
business that had occurred after such balance sheet date and on or prior to
such date of determination.


 


“Trustee” means The Bank
of New York Mellon Trust Company, N.A., until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.


 


“Unrestricted Definitive
Note” means a Definitive Note that does not bear and is not required to bear
the Private Placement Legend.


 


“Unrestricted Global Note” means a Global
Note that does not bear and is not required to bear the Private Placement
Legend.


 


21

















 


“Unrestricted Subsidiary” means: (1) any Subsidiary of
the Company (including any newly acquired or newly formed Subsidiary of the
Company) that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors as certified in
an Officers’ Certificate delivered to the Trustee; and (2) each Subsidiary
of an Unrestricted Subsidiary, whenever it shall become such a Subsidiary.


 


The
Board of Directors may designate any Subsidiary of the Company to become an
Unrestricted Subsidiary if it:


 


(1)           has no Indebtedness other than Non-Recourse Indebtedness;


 


(2)           is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained, in light of all the circumstances, at the time from
Persons who are not Affiliates of the Company;


 


(3)           is a Person with respect to which neither the Company nor
any of its Restricted Subsidiaries has any direct or indirect obligation (x) to
subscribe for additional Equity Interests or (y) to maintain or preserve
such Person’s financial condition or to cause such Persons to achieve any
specified levels of operating results;


 


(4)           has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries;


 


(5)           does not own any Capital Stock of, or own or hold any Lien
on any property of, the Company or any Restricted Subsidiary of the Company;
and


 


(6)           would constitute an Investment which the Company could
make in compliance with Section 4.07.


 


Notwithstanding
the preceding, if, at any time, any Unrestricted Subsidiary would fail to meet
the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.


 


“U.S. Person” means a U.S.
Person as defined in Rule 902(k) promulgated under the Securities
Act.


 


“Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such Person.


 


“Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing (1) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including
payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment, by (2) the then outstanding principal amount
of such Indebtedness.


 


22

















 


Section 1.02   Other
Definitions.


 


	
  Tem 

  	
   

  	
  Defined

  in

  Section 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Affiliate Transaction”

  	
   

  	
  4.11

  	
   

  
	
  “Asset Sale Offer”

  	
   

  	
  4.10

  	
   

  
	
  “Authentication Order”

  	
   

  	
  2.02

  	
   

  
	
  “Change of Control
  Offer”

  	
   

  	
  4.14

  	
   

  
	
  “Change of Control
  Payment”

  	
   

  	
  4.14

  	
   

  
	
  “Change of Control
  Payment Date”

  	
   

  	
  4.14

  	
   

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  	
   

  
	
  “DTC”

  	
   

  	
  2.03

  	
   

  
	
  “Event of Default”

  	
   

  	
  6.01

  	
   

  
	
  “Excess Asset Sale
  Proceeds”

  	
   

  	
  4.10

  	
   

  
	
  “incur”

  	
   

  	
  4.09

  	
   

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  	
   

  
	
  “Offer Amount”

  	
   

  	
  3.09

  	
   

  
	
  “Offer Period”

  	
   

  	
  3.09

  	
   

  
	
  “Paying Agent”

  	
   

  	
  2.03

  	
   

  
	
  “Payment Default”

  	
   

  	
  6.01

  	
   

  
	
  “Permitted Debt”

  	
   

  	
  4.09

  	
   

  
	
  “Purchase Date”

  	
   

  	
  3.09

  	
   

  
	
  “Registrar”

  	
   

  	
  2.03

  	
   

  
	
  “Restricted Payments”

  	
   

  	
  4.07

  	
   

  



 


Section 1.03           Incorporation by Reference of Trust Indenture Act.


 


Whenever this Indenture
refers to a provision of the TIA, the provision is incorporated by reference in
and made a part of this Indenture.


 


The following TIA terms have the following meanings,
to the extent that they are used in this Indenture:


 


“indenture securities” means the Notes;


 


“indenture security Holder” means a Holder of a Note;


 


“indenture to be qualified” means this Indenture;


 


“indenture trustee” or “institutional trustee”
means the Trustee; and


 


“obligor” on the Notes and the Note Guarantees means the
Company and the Guarantors, respectively, and any successor obligor upon the
Notes and the Note Guarantees, respectively.


 


All other terms used in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by SEC rule under the TIA have the meanings so assigned
to them.


 


23
















 


Section 1.04           Rules of Construction.


 


Unless the context otherwise
requires:


 


(1)           a
term has the meaning assigned to it;


 


(2)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(3)           “or”
is not exclusive;


 


(4)           words
in the singular include the plural, and in the plural include the singular;


 


(5)           “will”
shall be interpreted to express a command;


 


(6)           provisions
apply to successive events and transactions; and


 


(7)           references
to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC
from time to time.


 


ARTICLE 2

THE NOTES


 


Section 2.01           Form and Dating.


 


(a)           General.  The Notes and the
Trustee’s certificate of authentication will be substantially in the form of
Exhibits A1 and A2 hereto.  The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage.  Each Note will be dated the date
of its authentication.  The Notes shall
be issued only in fully registered form without coupons, in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.


 


The terms and provisions
contained in the Notes will constitute, and are hereby expressly made, a part
of this Indenture and the Company, the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


 


(b)           Global
Notes. 
Notes issued in global form will be substantially in the form of
Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule
of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form will be
substantially in the form of Exhibit A1 hereto (but without the Global
Note Legend thereon and without the “Schedule of Exchanges of Interests in the
Global Note” attached thereto).  Each
Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions.  Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06
hereof.


 


24

















 


(c)           Temporary
Global Notes.  Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The Restricted
Period will be terminated upon the receipt by the Trustee of:


 


(1)           a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Note or an IAI Global Note bearing a Private Placement Legend,
all as contemplated by Section 2.06(b) hereof); and


 


(2)           an
Officers’ Certificate from the Company.


 


Within a reasonable time
period after the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note will be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures.  Simultaneously with the
authentication of the Regulation S Permanent Global Note, the Trustee will
cancel the Regulation S Temporary Global Note. 
The aggregate principal amount of the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.


 


(3)           Euroclear
and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures
of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream will be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Note that are held by Participants through Euroclear or
Clearstream.


 


Section 2.02           Execution and Authentication.


 


At least one Officer must
sign the Notes for the Company by manual or facsimile signature.


 


If an Officer whose
signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid.


 


A Note will not be valid
until authenticated by the manual signature of the Trustee.  The signature will be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee will, upon
receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes for original
issue that may be validly issued under this Indenture, including any Additional
Notes.  The aggregate principal amount of
Notes outstanding at any time may not exceed the aggregate principal amount of
Notes authorized for issuance by the Company pursuant to one or more
Authentication Orders, except as provided in Section 2.07 hereof.


 


25

















 


The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate
Notes whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.


 


Section 2.03           Registrar and Paying Agent.


 


The Company will maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act
as Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Custodian with respect to the Global Notes.


 


Section 2.04           Paying Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal of, premium on, if any,
interest or Additional Interest, if any, on, the Notes, and will notify the Trustee
of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary) will have no further
liability for the money.  If the Company
or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.  Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee will serve as
Paying Agent for the Notes.


 


Section 2.05           Holder Lists.


 


The Trustee will preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with
TIA §312(a).  If the Trustee is not the
Registrar, the Company will furnish to the Trustee at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA §312(a).


 


Section 2.06           Transfer and Exchange.


 


(a)           Transfer
and Exchange of Global Notes.  A Global Note may not be transferred except
as a whole by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a 


 


26

















 


successor Depositary or a nominee of such successor
Depositary.  All Global Notes will be
exchanged by the Company for Definitive Notes if:


 


(1)           the
Depositary (a) notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Notes or (b) has ceased to be a
clearing agency registered under the Exchange Act and, in either case, the
Company fails to appoint a successor depositary within 90 days;


 


(2)           the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Definitive Notes; provided that
in no event shall the Regulation S Temporary Global Note be exchanged for
Certificated Notes prior to (a) the expiration of the Restricted Period
and (b) the receipt of any certificates required under the provisions of
Regulation S; or


 


(3)           there
has occurred and is continuing a Default or Event of Default with respect to
the Notes.


 


Upon the occurrence of
either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the
Trustee.  Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof.  Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion
thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note.  A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.


 


(b)           Transfer
and Exchange of Beneficial Interests in the Global Notes.  The transfer and
exchange of beneficial interests in the Global Notes will be effected through
the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Beneficial
interests in the Restricted Global Notes will be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.  Transfers of beneficial
interests in the Global Notes also will require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more
of the other following subparagraphs, as applicable:


 


(1)           Transfer
of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global
Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S
Temporary  Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser).  Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global
Note.  No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers
described in this Section 2.06(b)(1).


 


(2)           All Other
Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with
all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar
either:


 


(A)          both:


 


27

















 


(i)            a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in another
Global Note in an amount equal to the beneficial interest to be transferred or
exchanged; and


 


(ii)           instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or


 


(B)           both:


 


(i)            a
written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged; and


 


(ii)           instructions
given by the Depositary to the Registrar containing information regarding the
Person in whose name such Definitive Note shall be registered to effect the
transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued
upon the transfer or exchange of beneficial interests in the Regulation S
Temporary Global Note prior to (A) the expiration of the Restricted Period
and (B) the receipt by the Registrar of any certificates required pursuant
to Rule 903 under the Securities Act.


 


Upon consummation of an
Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
the requirements of this Section 2.06(b)(2) shall be deemed to have
been satisfied upon receipt by the Registrar of the instructions contained in
the Letter of Transmittal delivered by the Holder of such beneficial interests
in the Restricted Global Notes.  Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(3)           Transfer
of Beneficial Interests to Another Restricted Global Note.  A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery
thereof in the form of a beneficial interest in another Restricted Global Note
if the transfer complies with the requirements of Section 2.06(b)(2) above
and the Registrar receives the following:


 


(A)          if
the transferee will take delivery in the form of a beneficial interest in the
144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)           if
the transferee will take delivery in the form of a beneficial interest in the
Regulation S Temporary Global Note or the Regulation S Permanent Global Note,
then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and


 


(C)           if
the transferee will take delivery in the form of a beneficial interest in the
IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


28

















 


(4)           Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted
Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if
the exchange or transfer complies with the requirements of Section 2.06(b)(2) above
and:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Notes or (iii) a Person who is an affiliate
(as defined in Rule 144) of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


(i)            if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(a) thereof; or


 


(ii)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such transfer is
effected pursuant to subparagraph (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.


 


Beneficial interests in an
Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


 


(c)           Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


29

















 


(1)           Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a
beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Registrar of the
following documentation:


 


(A)          if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (2)(a) thereof;


 


(B)           if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;


 


(C)           if
such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)          if
such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)           if
such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable;


 


(F)           if
such beneficial interest is being transferred to the Company or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(G)           if
such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant.  The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.  Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.


 


30

















 


(2)           Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding
Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the
Regulation S Temporary Global Note may not be exchanged for a Definitive Note
or transferred to a Person who takes delivery thereof in the form of a
Definitive Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903
or Rule 904.


 


(3)           Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the
Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144)
of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


(i)            if
the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or


 


(ii)           if
the holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such holder
in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


(4)           Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.  If any holder of a
beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the 


 


31

















 


conditions
set forth in Section 2.06(b)(2) hereof, the Trustee will cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company will
issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee will authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(c)(4) will be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant.  The
Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so registered.  Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will
not bear the Private Placement Legend.


 


(d)           Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


(1)           Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes.  If any Holder of a
Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive
Notes to a Person who takes delivery thereof in the form of a beneficial
interest in a Restricted Global Note, then, upon receipt by the Registrar of
the following documentation:


 


(A)          if
the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (2)(b) thereof;


 


(B)           if
such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;


 


(C)           if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;


 


(D)          if
such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144,
a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;


 


(E)           if
such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B) through
(D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;


 


(F)           if
such Restricted Definitive Note is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or


 


(G)           if
such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


32

















 


the Trustee will cancel the
Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and
in all other cases, the IAI Global Note.


 


(2)           Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)           such
transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement;


 


(C)           such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


(i)            if
the Holder of such Definitive Notes proposes to exchange such Notes for a
beneficial interest in the Unrestricted Global Note, a certificate from such
Holder in the form of Exhibit C hereto, including the certifications in
item (1)(c) thereof; or


 


(ii)           if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person
who shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


Upon satisfaction of the conditions of any of
the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
Definitive Notes and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Note.


 


(3)           Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest
in an Unrestricted Global Note or transfer such Definitive Notes to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time.  


 


33

















 


Upon receipt
of a request for such an exchange or transfer, the Trustee will cancel the
applicable Unrestricted Definitive Note and increase or cause to be increased
the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(2)(B), (2)(D) or (3) above at a time when an Unrestricted Global
Note has not yet been issued, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of Definitive Notes so
transferred.


 


(e)           Transfer
and Exchange of Definitive Notes for Definitive Notes.  Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 2.06(e), the Registrar will register the transfer or exchange
of Definitive Notes.  Prior to such
registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must
provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section 2.06(e).


 


(1)           Restricted
Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be
transferred to and registered in the name of Persons who take delivery thereof
in the form of a Restricted Definitive Note if the Registrar receives the
following:


 


(A)          if
the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;


 


(B)           if
the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof; and


 


(C)           if
the transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if
applicable.


 


(2)           Restricted
Definitive Notes to Unrestricted Definitive Notes.  Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof
in the form of an Unrestricted Definitive Note if:


 


(A)          such
exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a
Person who is an affiliate (as defined in Rule 144) of the Company;


 


(B)           any
such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;


 


34

















 


(C)           any
such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or


 


(D)          the
Registrar receives the following:


 


(i)            if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes
for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof;
or


 


(ii)           if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this
subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.


 


(3)           Unrestricted
Definitive Notes to Unrestricted Definitive Notes.  A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a
transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof.


 


(f)            Exchange
Offer. 
Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
will authenticate:


 


(1)           one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes accepted
for exchange in the Exchange Offer by Persons that certify in the applicable
Letters of Transmittal that (A) they are not Broker-Dealers, (B) they
are not participating in a distribution of the Exchange Notes and (C) they
are not affiliates (as defined in Rule 144) of the Company; and


 


(2)           Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in the Exchange Offer
by Persons that certify in the applicable Letters of Transmittal that (A) they
are not Broker-Dealers, (B) they are not participating in a distribution
of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
of the Company.


 


Concurrently with the
issuance of such Notes, the Trustee will cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company will execute and the Trustee will authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.


 


35

















 


(g)           Legends.  The following legends
will appear on the face of all Global Notes and Definitive Notes issued under
this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.


 


(1)           Private Placement Legend.


 


(A)          Except
as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:


 


“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES
ACT’’), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS
A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (‘‘RULE 144A’’)), (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN ‘‘OFFSHORE TRANSACTION’’ PURSUANT TO RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’), OR (C) IT
IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1, (2), (3), OR (7) UNDER
THE SECURITIES ACT (AN “ACCREDITED INVESTOR”)) (2) AGREES THAT IT WILL
NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH
GLOBAL GEOPHYSICAL SERVICES, INC.. (THE ‘‘COMPANY’’) OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY,
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A ‘‘QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS SECURITY), (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM
THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN
THE INDENTURE IS COMPLETED AND 


 


36

















 


DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE
YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE
IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. “


 


(B)           Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of
this Section 2.06 (and all Notes issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend.


 


(2)           Global
Note Legend.  Each Global Note will bear a legend in
substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF GLOBAL GEOPHYSICAL SERVICES, INC.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(3)           Regulation S Temporary Global Note Legend.  The Regulation S
Temporary Global Note will bear a Legend in substantially the following form:


 


“THE RIGHTS ATTACHING TO
THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).  NEITHER
THE HOLDER 


 


37

















 


NOR THE BENEFICIAL OWNERS OF
THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.”


 


(h)           Cancellation
and/or Adjustment of Global Notes.  At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part,
each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note will be increased accordingly and an endorsement will be
made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.


 


(i)            General
Provisions Relating to Transfers and Exchanges.


 


(1)           To
permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.


 


(2)           No
service charge will be made to a Holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer,
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer taxes or similar
governmental charge payable upon transfer, exchange or redemption of Notes
pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).


 


(3)           The
Registrar will not be required to register the transfer of or exchange of any
Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.


 


(4)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


 


(5)           Neither
the Registrar nor the Company will be required:


 


(A)          to
issue, to register the transfer of or to exchange any Notes in respect of which
a notice of redemption has been given or for a period of 15 days before a
selection of the Notes to be redeemed under Section 3.02 hereof and ending
at the close of business on the day of such selection;


 


(B)           to
register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or


 


(C)           to
register the transfer of or to exchange a Note between a record date and the
next succeeding interest payment date.


 


38
















 


(6)           Prior
to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Company may deem and treat the Person in whose name any Note
is registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Company shall be affected by notice
to the contrary.


 


(7)           The
Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof.


 


(8)           All
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile.


 


Section 2.07           Replacement Notes.


 


If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
will issue and the Trustee, upon receipt of an Authentication Order, will
authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The
Company may charge for its expenses in replacing a Note.


 


Every replacement Note is an
additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder.


 


Section 2.08           Outstanding Notes.


 


The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes held by the Company or
a Subsidiary of the Company shall not be deemed to be outstanding for purposes
of Section 3.07(a) hereof.


 


If a Note is replaced
pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
protected purchaser.


 


If the principal amount of
any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that
date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.


 


Section 2.09           Treasury Notes.


 


In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or any Guarantor, or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the 


 


39

















 


Company
or any Guarantor, will be considered as though not outstanding, except that for
the purposes of determining whether the Trustee will be protected in relying on
any such direction, waiver or consent, only Notes that the Trustee knows are so
owned will be so disregarded.


 


Section 2.10           Temporary Notes.


 


Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes.  Temporary Notes will be
substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as may be reasonably
acceptable to the Trustee.  Without
unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes
will be entitled to all of the benefits of this Indenture.


 


Section 2.11           Cancellation.


 


The Company at any time may
deliver Notes to the Trustee for cancellation. 
The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and will destroy canceled Notes (subject to the record
retention requirement of the Exchange Act). 
Certification of the destruction of all canceled Notes will be delivered
to the Company.  The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered
to the Trustee for cancellation.


 


Section 2.12           Defaulted Interest.


 


If the Company defaults in a
payment of interest on the Notes, it will pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Notes and in Section 4.01
hereof.  The Company will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. 
The Company will fix or cause to be fixed each such special record date
and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days
before the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) will mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


Section 3.01           Notices to Trustee.


 


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 45 days before a redemption
date (unless a shorter notice shall be satisfactory to the Trustee), an Officers’
Certificate setting forth:


 


(1)           the
clause of this Indenture pursuant to which the redemption shall occur;


 


(2)           the
redemption date;


 


40

















 


(3)           the
principal amount of Notes to be redeemed; and


 


(4)           the
redemption price.


 


Section 3.02           Selection of Notes to Be Redeemed or Purchased.


 


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select Notes for redemption or purchase on a pro rata basis (or, in the case of Notes
issued in global form pursuant to Article 2 hereof, based on a method that
most nearly approximates a pro rata
selection as the Trustee deems fair and appropriate) unless otherwise required
by law or applicable stock exchange or depositary requirements.


 


In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed or purchased
will be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


The Trustee will promptly
notify the Company in writing of the Notes selected for redemption or purchase
and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected will be
in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except
that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder shall be redeemed or
purchased.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.


 


Section 3.03           Notice of Redemption.


 


Subject to the provisions of
Section 3.09 hereof, notices of redemption with respect to the Notes shall
be mailed by first class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of this Indenture pursuant to
Articles 8 or 11 hereof.


 


The notice will identify the
Notes to be redeemed and will state:


 


(1)           the
redemption date;


 


(2)           the
redemption price;


 


(3)           if
any Note is being redeemed in part only, the portion of the principal amount of
such Note to be redeemed and that, after the redemption date upon surrender of
such Note, a new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note;


 


(4)           the
name and address of the Paying Agent;


 


(5)           that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;


 


41

















 


(6)           that,
unless the Company defaults in making such redemption payment, interest on
Notes or portions of the Notes called for redemption ceases to accrue on and
after the redemption date;


 


(7)           the
paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and


 


(8)           that
no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.


 


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its
expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.


 


Section 3.04           Effect of Notice of Redemption.


 


Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the date fixed for redemption at the
redemption price.  Notices of redemption
may not be conditional.


 


Section 3.05           Deposit of Redemption or Purchase Price.


 


One Business Day prior to
the redemption or purchase date, the Company will deposit with the Trustee or
with the Paying Agent money sufficient to pay the redemption or purchase price
of, accrued interest and Additional Interest, if any, on all Notes to be
redeemed or purchased on that date.  The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, accrued interest
and Additional Interest, if any, on all Notes to be redeemed or purchased.


 


If the Company complies with
the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest will cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. 
If a Note is redeemed or purchased on or after an interest record date
but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date.  If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


 


Section 3.06           Notes Redeemed or Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


 


42

















 


Section 3.07           Optional Redemption.


 


(a)           At
any time and from time to time before May 1, 2013, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of the
outstanding Notes (which amount includes Additional Notes), at a redemption
price of 1101⁄2% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest thereon to the redemption date, with the net
cash proceeds (other than any proceeds from the Initial Public Offering) of any
one or more Equity Offerings; provided that
at least 65% of the aggregate principal amount of Notes issued under this
Indenture (which amount includes Additional Notes, but excludes Notes held by
the Company and its Subsidiaries) remains outstanding immediately after each
such redemption; and provided, further, that each such redemption shall occur within 90
days of the date of the closing of such Equity Offering.


 


(b)           At
any time and from time to time prior to May 1, 2014  the Company may, at its option, redeem all or
a portion of the Notes at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium with respect to the Notes plus accrued
and unpaid interest and Additional Interest thereon to the redemption date.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the
Company’s option prior to May 1, 2014.


 


(d)           On
or after May 1, 2014, the Notes will be subject to redemption at any time
and from time to time at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of the principal amount redeemed)
set forth below plus accrued and unpaid interest and Additional Interest
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on May 1 of the years indicated below.


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2014

  	
   

  	
  105.250

  	
  %

  
	
  2015

  	
   

  	
  102.625

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Unless the Company defaults
in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on and after the applicable
redemption date.


 


(e)           Any
redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.


 


Section 3.08           Mandatory Redemption.


 


The Company is not required
to make mandatory redemption or sinking fund payments with respect to the
Notes.


 


Section 3.09           Offer to Purchase by Application of Excess Asset Sale
Proceeds.


 


In the event that, pursuant
to Section 4.10 hereof, the Company is required to commence an Asset Sale
Offer, it will follow the procedures specified below.


 


The Asset Sale Offer shall
be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase, prepay or
redeem with the proceeds of sales of assets. 
The Asset Sale Offer will remain open for a period of at least 20
Business Days following its commencement and not more than 30 


 


43

















 


Business
Days, except to the extent that a longer period is required by applicable law
(the “Offer Period”).  No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”),
the Company will apply all Excess Asset Sale Proceeds (the “Offer Amount”) to the purchase of Notes
and such other pari passu Indebtedness (on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness
surrendered, if applicable) or, if less than the Offer Amount has been
tendered, all Notes and other Indebtedness tendered in response to the Asset
Sale Offer.  Payment for any Notes so
purchased will be made in the same manner as interest payments are made.


 


If the Purchase Date is on
or after an interest record date and on or before the related interest payment
date, any accrued and unpaid interest and Additional Interest, if any, will be
paid to the Person in whose name a Note is registered at the close of business
on such record date, and no additional interest will be payable to Holders who
tender Notes pursuant to the Asset Sale Offer.


 


Upon the commencement of an
Asset Sale Offer, the Company will send, by first class mail, a notice to the
Trustee and each of the Holders, with a copy to the Trustee.  The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer.  The notice, which will
govern the terms of the Asset Sale Offer, will state:


 


(1)           that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10
hereof and the length of time the Asset Sale Offer will remain open;


 


(2)           the
Offer Amount, the purchase price and the Purchase Date;


 


(3)           that
any Note not tendered or accepted for payment will continue to accrue interest;


 


(4)           that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer will cease to accrue interest after
the Purchase Date;


 


(5)           that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in denominations of $2,000 or an integral
multiple of $1,000 in excess thereof;


 


(6)           that
Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, to the Company, a Depositary, if appointed by the Company, or a
Paying Agent at the address specified in the notice at least three days before
the Purchase Date;


 


(7)           that
Holders will be entitled to withdraw their election if the Company, the
Depositary or the Paying Agent, as the case may be, receives, not later than
the expiration of the Offer Period, a telegram, telex, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the
Note the Holder delivered for purchase and a statement that such Holder is
withdrawing his election to have such Note purchased;


 


(8)           that,
if the aggregate principal amount of Notes and other pari passu
Indebtedness surrendered by holders thereof exceeds the Offer Amount, the
Company will select the Notes and other pari passu
Indebtedness to be purchased on a pro rata
basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments
as may be deemed appropriate by the Company so that only Notes in denominations
of $2,000, or an integral multiple of $1,000 in excess thereof, will be
purchased); and


 


44

















 


(9)           that
Holders whose Notes were purchased only in part will be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).


 


On or before the Purchase
Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and will deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09.  The Company, the Depositary or the Paying
Agent, as the case may be, will promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company will promptly issue a new
Note, and the Trustee, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, will authenticate and mail or deliver (or cause
to be transferred by book entry) such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.  The Company will publicly announce the
results of the Asset Sale Offer on or as soon as practicable after the Asset
Sale Offer is completed.


 


Other than as specifically
provided in this Section 3.09, any purchase pursuant to this Section 3.09
shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.


 


ARTICLE 4

COVENANTS


 


Section 4.01           Payment of Notes.


 


The Company will pay or
cause to be paid the principal of, premium on, if any, interest and Additional
Interest, if any, on, the Notes on the dates and in the manner provided in the
Notes.  Principal, premium, if any, interest
and Additional Interest, if any, will be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest, if any, then due.  The Company will pay all Additional Interest,
if any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.


 


The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal at a rate that is 1% higher than the then applicable
interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Additional Interest, if any (without
regard to any applicable grace period), at the same rate to the extent lawful.


 


Section 4.02           Maintenance of Office or Agency.


 


The Company will maintain an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon
the Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such office
or agency.  If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such 


 


45

















 


presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.


 


The Company may also from
time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.


 


The Company hereby
designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03 hereof.


 


Section 4.03           Reports.


 


Whether or not required by the SEC’s rules and
regulations, so long as any Notes are outstanding, the Company will furnish to
the Trustee and each Holder of Notes, within the time periods specified in the
SEC’s rules and regulations:


 


(1)           all
quarterly and annual reports that would be required to be filed with the SEC on
Forms 10-Q and 10-K if the Company were required to file such reports; and


 


(2)           all
current reports that would be required to be filed with the SEC on Form 8-K
if the Company were required to file such reports.


 


All
such reports will be prepared in all material respects in accordance with all
of the rules and regulations applicable to such reports.  Each annual report on Form 10-K will
include a report on the Company’s consolidated financial statements by the
Company’s certified independent accountants. 
In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company will file a copy
of each of the reports referred to in clauses (1) and (2) above with
the SEC for public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a
filing) and make such information available to securities analysts and
prospective investors upon request.


 


If
at any time the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Company will nevertheless
continue filing the reports specified in the preceding paragraph with the SEC
within the time periods specified above unless the SEC will not accept such a
filing.  The Company agrees that it will
not take any action for the purpose of causing the SEC not to accept any such
filings.  If, notwithstanding the
preceding, the SEC will not accept the Company’s filings for any reason, the
Company will post the reports referred to in the preceding paragraph on its
website within the time periods that would apply if the Company were required
to file those reports with the SEC.


 


In
addition, the Company and the Guarantors agree that, for so long as any Notes
remain outstanding, at any time the Company is not required to file the reports
required by the preceding paragraphs with the SEC, they will furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


The
Company will be deemed to have furnished such reports to the Trustee and the
Holders of Notes if it has filed such reports with the SEC using the EDGAR
filing system and such reports are publicly available.


 


46

















 


Section 4.04           Compliance Certificate.


 


(a)           The
Company and each Guarantor (to the extent that such Guarantor is so required
under the TIA) shall deliver to the Trustee, within 90 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained
in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is taking
or proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of, premium on, if any, interest or
Additional Interest, if any, on, the Notes is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or
proposes to take with respect thereto.


 


(b)           So
long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03 above shall be accompanied by a written
statement of the Company’s independent public accountants (who shall be a firm
of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article 4 or Article 5 hereof or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


 


(c)           So
long as any of the Notes are outstanding, the Company will deliver to the
Trustee, forthwith upon any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.


 


Section 4.05           Taxes.


 


The Company will pay, and
will cause each of its Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in
good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.


 


Section 4.06           Stay, Extension and Usury Laws.


 


The Company and each of the
Guarantors covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company and each of the Guarantors (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law has been enacted.


 


47

















 


Section 4.07           Restricted Payments.


 


The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(1)           declare
or pay any dividend or make any other payment or distribution on account of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests (including,
without limitation, any payment in connection with any merger or consolidation
involving the Company or any of its Restricted Subsidiaries) or to the direct
or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such, in each case other than dividends
or distributions declared or paid in Equity Interests (other than Disqualified
Stock) of the Company or declared or paid to the Company or any of its
Restricted Subsidiaries;


 


(2)           purchase,
redeem or otherwise acquire or retire for value (including without limitation,
in connection with any merger or consolidation involving the Company) any
Equity Interests of the Company (other than any such Equity Interests owned by
a Restricted Subsidiary of the Company);


 


(3)           make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, any Subordinated Obligation, except a payment of
interest or principal at its Stated Maturity; or


 


(4)           make
any Investment other than a Permitted Investment (all such payments and other
actions set forth in clauses (1) through (3) above and this clause (4) being
collectively referred to as “Restricted Payments”),
unless at the time of and after giving effect to such Restricted Payment:


 


(a)   no Default
or Event of Default shall have occurred and be continuing; and


 


(b)   the Company
would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph Section 4.09; and


 


(c)   such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company or any of its Restricted Subsidiaries after the
Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4),
(5), (6), (8) or (9) of the next succeeding paragraph), is less than
the sum of:


 


(i)            50%
of the Consolidated Net Income of the Company for the period (taken as one
accounting period) from the Issue Date to the end of the Company’s most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a loss, less 100% of such loss), plus


 


(ii)           100%
of the aggregate net cash proceeds (other than any proceeds from the Initial Public
Offering), or the Fair Market Value of assets or property other than cash,
received by the Company from the issue or sale, in either case, since the Issue
Date of (A) Equity Interests of the Company (other 


 


48

















 


than Disqualified Stock), or (B) Disqualified Stock or
debt securities of the Company that have been converted into, or exchanged for,
such Equity Interests, together with the aggregate cash received at the time of
such conversion or exchange, other than Equity Interests (or Disqualified Stock
or convertible or exchangeable debt securities) sold to a Restricted Subsidiary
of the Company and other than Disqualified Stock or debt securities that have
been converted into or exchanged for Disqualified Stock, plus


 


(iii)          in
case any Unrestricted Subsidiary has been redesignated a Restricted Subsidiary
pursuant to the terms of this Indenture or has been merged or consolidated with
or into, or transfers or otherwise disposes of all of substantially all of its
properties or assets to or is liquidated into, the Company or a Restricted
Subsidiary, the lesser of, at the date of such redesignation, merger,
consolidation, transfer, disposition or liquidation (A) the book value
(determined in accordance with GAAP) of the aggregate Investments made by the
Company and its Restricted Subsidiaries in such Unrestricted Subsidiary (or of
the properties or assets disposed of, as applicable) and (B) the Fair
Market Value of such Investment in such Unrestricted Subsidiary, in each case
after deducting any Indebtedness of such Unrestricted Subsidiary, plus


 


(iv)          to
the extent not already included in Consolidated Net Income for such period, (A) if
any Restricted Investment that was made by the Company or any Restricted
Subsidiary after the Issue Date is sold for cash or otherwise liquidated or
repaid for cash, the cash return of capital with respect to such Restricted
Investment resulting from such sale, liquidation or repayment (less any
out-of-pocket costs incurred in connection with any such sale) and (B) the
amount returned in cash to the Company or any of its Restricted Subsidiaries
from such Restricted Investment resulting from payments of interest, dividends,
principal repayments and other transfers, in an amount not to exceed the
aggregate amount of such Restricted Investment.


 


The preceding provisions of
this Section 4.07 shall not prohibit:


 


(1)           the
payment of any dividend or the consummation of an irrevocable redemption of
Subordinated Obligations within 60 days after the date of the declaration of
such dividend or the delivery of the irrevocable notice of redemption, as the
case may be, if at the date of the declaration or the date on which such
irrevocable notice is delivered, such dividend or redemption would have complied
with the provisions of this Indenture;


 


(2)           the
making of any Restricted Payments described in clause (2) or (3) of
the preceding paragraph out of the net cash proceeds (other than any proceeds
from the Initial Public Offering) of the substantially concurrent sale or
issuance (a sale or issuance will be deemed substantially concurrent if such
Restricted Payment occurs not more than 60 days after such sale or issuance)
(other than to a Restricted Subsidiary of the Company) of Equity Interests of
the Company (other than any Disqualified Stock); provided
that the amount of any such net cash proceeds that are utilized for any such
Restricted Payment shall be excluded from clause (4)(c)(ii) of the
preceding paragraph;


 


(3)           the
making of any principal payment on, or the defeasance, redemption, repurchase
or other acquisition of, prior to its Stated Maturity, any Subordinated
Obligation with 


 


49

















 


the net
cash proceeds from an incurrence of, or in exchange for the issuance of,
Permitted Refinancing Indebtedness;


 


(4)           the
payment of any dividend or distribution by a Restricted Subsidiary of the
Company to the holders of its Equity Interests (other than Disqualified Stock)
on a pro rata basis and the payment of any dividend or distribution by the
Company to the holders of its Disqualified Stock; provided
that such Disqualified Stock is issued on or after the Issue Date in accordance
with the first paragraph of Section 4.09;


 


(5)           the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company held by any current or former employee or
director of the Company (or any of its Restricted Subsidiaries) pursuant to the
terms of any employee equity subscription agreement, stock option agreement,
restricted stock agreement or any other similar employee benefit agreement
entered into in the ordinary course of business; provided
that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests in any calendar year will not exceed $2.0 million
(with unused amounts carried over to subsequent years);


 


(6)           repurchases
of Equity Interests deemed to occur upon the exercise of stock options to the
extent such Equity Interests represent all or a portion of the exercise price
thereof;


 


(7)           repurchases
of Subordinated Obligations at a purchase price not greater than (i) 101%
of the principal amount (or accreted value, if applicable) of such Subordinated
Obligations and accrued and unpaid interest thereon in the event of a Change of
Control or (ii) 100% of the principal amount (or accreted value, if
applicable) of such Subordinated Obligations and accrued and unpaid interest
thereon in the event of an Asset Sale, in connection with any change in control
offer or asset sale offer required by the terms of such Subordinated
Indebtedness, but only if:


 


(a)   in the case
of a Change of Control, the Company has first complied with and fully satisfied
its obligations in accordance with Section 4.14; or


 


(b)   in the case
of an Asset Sale, the Company has complied with and fully satisfied its
obligations in accordance with Section 4.10;


 


(8)           the
purchase by the Company of fractional shares arising out of stock dividends,
splits or combinations or business combinations; and


 


(9)           other
Restricted Payments in an aggregate amount since the Issue Date not to exceed
$10.0 million;


 


provided, further, that,
with respect to clauses (2), (3), (5), (7) and (9) above, no Default
or Event of Default shall have occurred and be continuing.


 


The
amount of all Restricted Payments (other than cash) shall be the Fair Market
Value on the date of the transfer, incurrence or issuance of such non-cash
Restricted Payment.  Not later than the
date of making any Restricted Payment, the Company will deliver to the Trustee
an Officers’ Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section 4.07
were computed.


 


50

















 


Section 4.08           Dividend and Other Payment Restrictions Affecting
Subsidiaries.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary of the Company to:


 


(1)           (x) pay
dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries on its Capital Stock or (y) pay any Indebtedness
owed to the Company or any of its Restricted Subsidiaries; provided,
that the priority of any preferred stock in receiving dividends or liquidating
distributions prior to the payment of dividends or liquidating distributions on
common stock shall not be deemed to be a restriction on the ability to make
distributions on Capital Stock;


 


(2)           make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(3)           transfer
any of its properties or assets to the Company or any of its Restricted
Subsidiaries.


 


However,
the restrictions in the first paragraph of this Section 4.08 will not
apply to encumbrances or restrictions existing under or by reason of:


 


(a)   contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to
any Existing Indebtedness and the related documentation (including any Credit
Facilities that are refinanced with the net proceeds from the issuance of the
Notes on the Issue Date) and any Hedging Obligations and the related
documentation;


 


(b)   this
Indenture, the Notes and the Subsidiary Guarantees;


 


(c)   any future
Liens that may be permitted to be granted under, or incurred not in violation
of, any other provisions of this Indenture;


 


(d)   applicable
law or any applicable rule, regulation or order;


 


(e)   any
instrument governing Indebtedness or Capital Stock, or any other agreement
relating to any property or assets, of a Person acquired by the Company or any
of its Restricted Subsidiaries as in effect at the time of such acquisition,
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or
assets of the Person or such Person’s subsidiaries, so acquired; provided, that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred;


 


(f)    restrictions
of the nature described in clause (3) above by reason of customary
non-assignment provisions in contracts, agreements, licenses and leases entered
into in the ordinary course of business;


 


(g)   purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (3) above on the
property so acquired;


 


51

















 


(h)   any
restriction with respect to a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
of the Capital Stock or assets of such Restricted Subsidiary pending the
closing of such sale or disposition;


 


(i)    provisions
with respect to the disposition or distribution of assets in joint venture
agreements, asset sale agreements, agreements relating to Sale/Leaseback
Transactions, stock sale agreements and other similar agreements entered into
in the ordinary course of business;


 


(j)    encumbrances
or restrictions contained in, or in respect of, Hedging Obligations permitted
under this Indenture from time to time;


 


(k)   restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business;


 


(l)    any
instrument governing Indebtedness of a Foreign Subsidiary; provided
that such Indebtedness was otherwise permitted by the terms of this Indenture
to be incurred;


 


(m)  any
encumbrance or restrictions of the type referred to in clauses (1), (2) and
(3) above imposed by any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings of
the contracts, instruments or obligations referred to in clauses (a) through
(l) above; provided, that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Company, no
more restrictive with respect to such encumbrance and other restrictions taken
as a whole than those prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing; and


 


(n)   restrictions
imposed by law.


 


Section 4.09           Incurrence of Indebtedness and Issuance of Disqualified Stock..


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, “incur”) any
Indebtedness (including Acquired Debt), other than Permitted Debt, and the
Company shall not issue any Disqualified Stock, and shall not permit any of its
Restricted Subsidiaries to issue any preferred stock or any Disqualified Stock;
provided, however,
that the Company or any Guarantor may incur Indebtedness (including Acquired
Debt) or issue shares of Disqualified Stock and any Guarantor may issue
preferred stock if the Company’s Fixed Charge Coverage Ratio for the Company’s
most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1.0, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
such additional Indebtedness had been incurred, or such Disqualified Stock or
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.


 


The
provisions of the first paragraph of this Section 4.09 shall not apply to
the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):


 


(1)           the
incurrence by the Company or any Restricted Subsidiary of Indebtedness pursuant
to one or more Credit Facilities; provided, however, that, immediately after giving effect to any such
incurrence, the aggregate principal amount (or accreted value, as applicable)
of all 


 


52

















 


Indebtedness
incurred under this clause (1) and then outstanding does not exceed the
greater of (a) $50.0 million or (b) 15.0% of Total Assets;


 


(2)           the
incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the Subsidiary Guarantees to be issued on the Issue Date and the
related Exchange Notes and Subsidiary Guarantees to be issued pursuant to the
Registration Rights Agreement;


 


(3)           the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness, the net proceeds of which are applied to refinance
any Indebtedness incurred in respect of any Indebtedness described under
clauses (2), (3), (5), (6), (8), (12), (13) or (14) of this paragraph or
incurred pursuant to the first paragraph of this Section 4.09;


 


(4)           the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany
Indebtedness between or among the Company and any of its Restricted
Subsidiaries; provided, however,
that (A) if the Company or any Guarantor is the obligor and a Restricted
Subsidiary of the Company that is not a Guarantor is the obligee on such
Indebtedness, such Indebtedness will be subordinated to the payment in full of
all Obligations with respect to the Notes and the Subsidiary Guarantees, as the
case may be, and (B) (1) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary of the Company and (2) any
sale or other transfer of any such Indebtedness to a Person that is not either
the Company or a Restricted Subsidiary of the Company shall be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that is not then permitted by this
clause (4);


 


(5)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations (including any Acquired Debt), in each case, incurred in connection
with the purchase of, or for the purpose of financing the purchase of, the cost
of construction, improvement or development of, property, plant or equipment
used in the Permitted Business of the Company or a Restricted Subsidiary of the
Company in an aggregate principal amount, including all Permitted Refinancing
Indebtedness incurred to renew, refund, refinance, replace, defease, or
discharge any Indebtedness incurred pursuant to this clause (5), not to exceed
$10.0 million as of any date incurrence;


 


(6)           the
incurrence by the Company or any of its Restricted Subsidiaries of Existing
Indebtedness;


 


(7)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
consisting of Hedging Obligations entered into in the ordinary course of
business and not for speculative purposes;


 


(8)           the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
arising from agreements of the Company or any of its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar
obligations, in each case, incurred in connection with the disposition or
acquisition of any business or assets of the Company or any of its Restricted
Subsidiaries, other than guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business or assets of the Company or any
of its Restricted Subsidiaries for the purposes of financing such acquisition; provided, however, that (A) such
Indebtedness is not reflected on the balance sheet of the Company or any of its


 


53
















 


Restricted Subsidiaries (contingent obligations referred to
in a footnote to financial statements and not otherwise reflected on the
balance sheet will not be deemed to be reflected on such balance sheet for
purposes of this clause (A)) and (B) the maximum liability in respect of
all such Indebtedness incurred in connection with a disposition shall at no
time exceed the gross proceeds including noncash proceeds (the Fair Market
Value of such noncash proceeds being measured at the time received and without giving
effect to any subsequent changes in value) actually received by the Company and
its Restricted Subsidiaries in connection with such disposition;


 


(9)           the
guarantee by the Company or any Restricted Subsidiary of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be
incurred by any other provision of this Section 4.09;


 


(10)         the
issuance by a Restricted Subsidiary of the Company of Disqualified Stock or
preferred stock to the Company or to any of its Restricted Subsidiaries; provided, however, that
any subsequent event or issuance or transfer of any Equity Interests that
results in the owner of such Disqualified Stock or preferred stock ceasing to
be the Company or any of its Restricted Subsidiaries or any subsequent transfer
of such Disqualified Stock or preferred stock to a Person other than the
Company or one of its Restricted Subsidiaries, shall be deemed to be an
issuance of Disqualified Stock by such Subsidiary that was not permitted by
this clause (10);


 


(11)         the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
incurred in the ordinary course of business under (A) documentary letters
of credit, or surety bonds or insurance contracts, including in connection with
insurance premium financing agreements, which are to be repaid in full not more
than one year after the date on which such Indebtedness is originally incurred
to finance the purchase of goods by the Company or a Restricted Subsidiary of
the Company, (B) standby letters of credit, surety bonds or insurance
contracts issued for the purpose of supporting (1) workers’ compensation
or similar liabilities of the Company or any of its Restricted Subsidiaries or (2) performance,
payment, deposit or surety obligations of the Company or any of its Restricted
Subsidiaries and (C) bid, advance payment and performance bonds and surety
bonds or similar insurance contracts for the Company and its Restricted
Subsidiaries, and refinancings thereof;


 


(12)         the
incurrence by the Company or any Guarantor of Permitted Acquisition
Indebtedness;


 


(13)         the
incurrence by any Restricted Subsidiary of Indebtedness in an aggregate
principal amount (or accreted value, as applicable), together with all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (13), not to exceed $10.0 million
at any one time outstanding; and


 


(14)         the
incurrence by the Company or any Guarantor of Indebtedness in an aggregate
principal amount (or accreted value, as applicable), together with all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (14), not to exceed $15.0 million
at any one time outstanding.


 


Neither the Company nor any Guarantor will incur any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of
payment to any other Indebtedness of the Company or such Guarantor, as the case
may be, unless such Indebtedness is also contractually subordinated in right of
payment to the Notes or the Subsidiary Guarantees, as the case may be, on
substantially identical terms; provided, however, that no Indebtedness of any Person will be deemed
to be contractually subordinated in right of payment to any other Indebtedness
of such Person solely by virtue of being unsecured.


 


54

















 


For purposes of determining compliance with this Section 4.09, in
the event that an item of proposed Indebtedness (including Acquired Debt) meets
the criteria of more than one of the categories of Permitted Debt described
above or is entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company will, in its sole discretion, classify (or later classify or reclassify)
in whole or in part such item of Indebtedness in any manner that complies with
this Section 4.09 and such item of Indebtedness or a portion thereof may
be classified (or later classified or reclassified) in whole or in part as
having been incurred under more than one of the applicable clauses or pursuant
to the first paragraph hereof. 
Indebtedness under any Credit Facility, including the Company’s New
Revolving Credit Facility, and any guarantees of such Indebtedness outstanding
on the Issue Date will be deemed to have been incurred on such date in reliance
on the exception provided by clause (1) of the definition of Permitted
Debt in Section 4.09.  Accrual of
interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness will not be deemed to be an incurrence of
Indebtedness for purposes of this Section 4.09.


 


For purposes of determining compliance with any U.S. dollar-denominated
restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be
calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness; provided
that if such Indebtedness is incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at
the relevant currency exchange rate in effect on the date of such refinancing,
such U.S. dollar-dominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such refinancing Indebtedness does
not exceed the principal amount of such Indebtedness being refinanced.
Notwithstanding any other provision of this Section 4.09, the maximum
amount of Indebtedness that the Company may incur pursuant to this Section 4.09
shall not be deemed to be exceeded solely as a result of fluctuations in the
exchange rate of currencies. The principal amount of any Permitted Refinancing
Indebtedness, if incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to
the currencies in which such Permitted Refinancing Indebtedness is denominated
that is in effect on the date of such refinancing.


 


Section 4.10           Asset
Sales.


 


The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:


 


(1)           the
Company or the Restricted Subsidiary, as the case may be, receives
consideration at the time of the Asset Sale at least equal to the Fair Market
Value (measured as of the date of the definitive agreement with respect to such
Asset Sale) of the assets or Equity Interests issued or sold or otherwise
disposed of; and


 


(2)           at
least 75% of the consideration received in such Asset Sale is in the form of
cash or Cash Equivalents; provided that
any of the following items shall be deemed to be cash and Cash Equivalents for
the purposes of this clause (2):


 


(a)   the
assumption of any liabilities (as shown on the Company’s or the Restricted
Subsidiary’s most recent balance sheet) of the Company or any Restricted
Subsidiary of the Company (other than liabilities that are by their terms
subordinated to Notes issued under this Indenture or any Subsidiary Guarantee)
by the transferee of any such assets pursuant to a customary novation agreement
that releases the Company or the Restricted Subsidiary from further liability;


 


55

















 


(b)   any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or
the Restricted Subsidiary into cash or Cash Equivalents within 180 days
following their receipt (to the extent of cash or Cash Equivalents received);
and


 


(c)   any stock
or assets of the kind referred to in clauses (b) and (d) of the next
paragraph of this Section 4.10.


 


Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the Restricted Subsidiary, as the case may be, may apply
such Net Proceeds, at its option:


 


(a)   to prepay,
repay, purchase, repurchase or redeem any secured Indebtedness of the Company
or any Restricted Subsidiary of the Company;


 


(b)   to acquire
a controlling interest in another business or all or substantially all of the
assets or operating line of another business, in each case engaged in a
Permitted Business;


 


(c)   to make
capital expenditures; or


 


(d)   to acquire
other non-current assets to be used in a Permitted Business.


 


Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce Indebtedness under any Credit Facility or otherwise expend or invest
such Net Proceeds in any manner that is not prohibited by this Indenture.  Any Net Proceeds from Asset Sales described
in this paragraph that are not applied or invested as provided in the first
sentence of this paragraph of this Section 4.10 shall be deemed to
constitute “Excess Asset Sale Proceeds.”


 


When the aggregate amount of Excess Asset Sale Proceeds exceeds $10.0
million, the Company will be required under this Indenture to make an offer to
the Holders of Notes issued thereunder and the holders of any other Senior
Indebtedness that is subject to requirements with respect to the application of
net proceeds from asset sales that are substantially similar to those contained
in this Indenture (an “Asset Sale Offer”)
to purchase on a pro rata basis (with the Excess
Asset Sale Proceeds prorated between the Holders of the Notes and such holders
of such other Senior Indebtedness based upon outstanding aggregate principal
amounts) the maximum principal amount of the Notes and such other Senior Indebtedness
that may be purchased or prepaid, as applicable, out of the prorated Excess
Asset Sale Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest thereon to the
date of purchase, in accordance with the procedures set forth in this
Indenture.  To the extent that the
aggregate principal amount of Notes and other Senior Indebtedness tendered (and
electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale
Offer is less than the Excess Asset Sale Proceeds, the Company and its
Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for
general corporate purposes and any other purpose not prohibited by this
Indenture.  Upon completion of the offer
to purchase, the amount of Excess Asset Sale Proceeds shall be reset at zero.


 


The Company will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to
the extent such laws and regulations are applicable in connection with an Asset
Sale Offer.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Section 4.10, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.10 by virtue of the Company’s compliance
with such securities laws or regulations.


 


56

















 


Section 4.11           Transactions
with Affiliates.


 


The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make any payment to, or sell, lease,
transfer or otherwise dispose of any properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of any such Person (each of the foregoing, an “Affiliate Transaction”) unless:


 


(1)           such
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that could have been obtained in
a transaction by the Company or such Restricted Subsidiary with an unrelated
Person; and


 


(2)           the
Company delivers to the Trustee:


 


(a)   with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $5.0 million, a
resolution of its Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction complies with clause (1) above
and that such Affiliate Transaction has been approved by a majority of the
disinterested members of its Board of Directors; and


 


(b)   with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20.0 million, an
opinion as to the fairness to the Company and its Restricted Subsidiaries of
such Affiliate Transaction from a financial point of view issued by an
accounting, appraisal or investment banking firm of national standing.


 


provided,
that none of the following shall be deemed to be Affiliate Transactions and
therefore shall not be subject to the provisions of the preceding paragraph:


 


(1)           any
employment, equity award, equity option or equity appreciation agreement or
plan, agreement or other similar compensation plan or arrangement entered into
by the Company or any of its Restricted Subsidiaries in the ordinary course of
its business;


 


(2)           transactions
between or among (A) the Company and one or more Restricted Subsidiaries
and (B) any Restricted Subsidiaries;


 


(3)           the
performance of any written agreement in effect on the Issue Date, as such
agreement may be amended, modified or supplemented from time to time; provided, however, that
any amendment, modification or supplement entered into after the Issue Date
will be permitted only to the extent that its terms do not materially and
adversely affect the rights of any Holders of the Notes (as determined in good
faith by an officer of the Company, and, if such amendment, modification or
supplement involves aggregate consideration in excess of $5.0 million, as
determined in good faith by the Board of Directors) as compared to the terms of
the agreement in effect on the Issue Date;


 


(4)           loans
or advances to officers, directors and employees for moving, entertainment and
travel expenses, drawing accounts and similar expenditures and other purposes,
in each case, in the ordinary course of business;


 


57

















 


(5)           maintenance
in the ordinary course of business of customary benefit programs or
arrangements for employees, officers or directors, including vacation plans,
health and life insurance plans, deferred compensation plans and retirement or
savings plans and similar plans;


 


(6)           fees
and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company or any of its Restricted
Subsidiaries in their capacity as such, to the extent such fees and compensation
are reasonable and customary;


 


(7)           sales
of Equity Interests of the Company (other than Disqualified Stock) to
Affiliates of the Company or any of its Restricted Subsidiaries; and


 


(8)           Restricted
Payments that are permitted by the provisions of this Indenture described above
under Section 4.07.


 


Section 4.12           Liens.


 


The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (other than Permitted Liens) upon any of its property or assets
(including Capital Stock of a Restricted Subsidiary), whether owned on the
Issue Date or acquired after that date, securing any Indebtedness, unless:


 


(1)           in
the case of Liens securing Subordinated Obligations of the Company or a
Restricted Subsidiary, the Notes or Subsidiary Guarantees, as applicable, are
contemporaneously secured by a Lien on such property or assets on a senior
basis to the Subordinated Obligations so secured with the same priority that
the Notes or Subsidiary Guarantees, as applicable, have to such Subordinated
Obligations until such time as such Subordinated Obligations are no longer so
secured by a Lien; and


 


(2)           in
the case of Liens securing Senior Indebtedness of the Company or a Restricted
Subsidiary, the Notes or Subsidiary Guarantees, as applicable, are
contemporaneously secured by a Lien on such property or assets on an equal and
ratable basis with the Senior Indebtedness so secured until such time as such
Senior Indebtedness is no longer so secured by a Lien.


 


Section 4.13           Corporate
Existence.


 


Subject
to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:


 


(1)           its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary; and


 


(2)           the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Subsidiaries, if
the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.


 


58

















 


Section 4.14           Change of
Control.


 


Upon the occurrence of a Change of Control, all Holders of Notes will
have the right to require the Company to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of the Notes
pursuant to the offer described below (the “Change of Control Offer”)
at an offer price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). 
Within 30 days following any Change of Control, the Company will mail to
each Holder of Notes a notice describing the transaction or transactions that
constitute the Change of Control and offering to repurchase the Notes on the
date specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures
required by this Indenture and described in such notice.  The Company will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with the repurchase of Notes as a result of a Change of
Control.  To the extent that the
provisions of any securities laws or regulations conflict with the provisions
of this Section 4.14, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section 4.14 by virtue of the Company’s compliance
with such securities laws or regulations.


 


With respect to any Change of Control Offer, on the Change of Control
Payment Date, the Company will, to the extent lawful:


 


(1)           accept
for payment all Notes or portions thereof properly tendered pursuant to the
Change of Control Offer;


 


(2)           deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof tendered pursuant to the Change of
Control Offer; and


 


(3)           deliver
or cause to be delivered to the Trustee all Notes accepted for purchase
together with an Officers’ Certificate stating the aggregate principal amount
of the Notes or portions thereof being purchased by the Company.


 


The Paying Agent will promptly mail to each Holder of Notes tendered
pursuant to the Change of Control Offer the Change of Control Payment for such
Notes, with such payments to be made through the facilities of DTC for all
Notes in global form, and the Trustee, upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered by the
Holder; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof.  The Company will publicly
announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


 


The Company will not be required to make a Change of Control Offer with
respect to the Notes upon a Change of Control if a third party makes the Change
of Control Offer with respect to the Notes in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture that
are applicable to a Change of Control Offer made by the Company and purchases
all Notes validly tendered and not withdrawn under such Change of Control
Offer.  A Change of Control Offer may be
made with respect to the Notes in advance of a Change of Control, and
conditional upon the occurrence of such Change of Control, if a definitive
agreement for the Change of Control is in place at the time of making of the
Change of Control Offer.


 


59

















 


With respect to the Notes, if Holders of not less than 95% in aggregate
principal amount of the outstanding Notes validly tender and do not withdraw
such Notes in a Change of Control Offer and the Company, or any third party
making a Change of Control Offer in lieu of the Company as described above,
purchases all of the Notes validly tendered and not withdrawn by such Holders,
the Company or such third party will have the right, upon not less than 30 nor
more than 60 days’ prior notice, given not more than 30 days following such
purchase pursuant to the Change of Control Offer described above, to redeem all
Notes that remain outstanding following such purchase at a price in cash equal
to the applicable Change of Control Payment plus, to the extent not included in
the Change of Control Payment, accrued and unpaid interest thereon to the date
of redemption.


 


Section 4.15           Payments
for Consent.


 


The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver
or amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.


 


Section 4.16           Additional
Subsidiary Guarantees.


 


If, after the Issue Date, the Company or any of its Restricted
Subsidiaries acquires or creates another Domestic Subsidiary, then that newly
acquired or created Domestic Subsidiary must become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel satisfactory to the
Trustee within 20 Business Days of the date on which it was acquired or
created.


 


The Company will not permit any of its Restricted Subsidiaries,
directly or indirectly, to guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company or any other Guarantor thereof unless
such Restricted Subsidiary is a Guarantor or simultaneously becomes a Guarantor
of the Notes and executes a supplemental indenture and delivers an Opinion of
Counsel satisfactory to the Trustee, which Subsidiary Guarantee (i) if
such other Indebtedness is a Subordinated Obligation, will be senior to such
other guarantee with the same priority that the Notes or the Subsidiary
Guarantees, as applicable, have to such Subordinated Obligation, and (ii) if
such other indebtedness is Senior Indebtedness, will be pari passu with
such other guarantee.  The form of such
supplemental indenture is attached as Exhibit F hereto.


 


Section 4.17           Designation
of Restricted and Unrestricted Subsidiaries.


 


The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if:


 


(1)           immediately
after giving effect to such designation, the Company could incur at least $1.00
of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
under the first paragraph of Section 4.09;


 


(2)           immediately
before and immediately after giving effect to such designation, no Default or
Event of Default shall have occurred and be continuing; and


 


(3)           the
Company certifies that such designation complies with this Section 4.17.  Any such designation by the Board of
Directors shall be evidenced by the Company promptly 


 


60

















 


filing with the Trustee a copy of the resolution giving
effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding provisions.


 


The Board of Directors may designate any Subsidiary of the Company to
be an Unrestricted Subsidiary under the circumstances and pursuant to the
requirements described in the definition of “Unrestricted Subsidiary,” which
requirements include that such designation will be made in compliance with this
Section 4.17.  For purposes of
making the determination as to whether such designation would be made in
compliance with this Section 4.17, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash)
in the Subsidiary so designated will be deemed to be Restricted Payments at the
time of such designation and will reduce the amount available for Restricted
Payments under the first paragraph of Section 4.07.  All such outstanding Investments will be
deemed to constitute Investments in an amount equal to the greater of (1) the
net book value (determined in accordance with GAAP) of such Investments at the
time of such designation and (2) the Fair Market Value of such Investments
at the time of such designation.


 


ARTICLE 5

SUCCESSORS


 


Section 5.01           Merger,
Consolidation or Sale of Assets.


 


The Company will not consolidate or merge with or into, or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole in one or more related transactions, to another Person unless:


 


(1)           the
Company is the resulting, transferee or surviving Person or the resultant,
transferee or surviving Person (if other than the Company) is a corporation, limited
liability company or limited partnership organized and existing under the laws
of the United States or any state thereof or the District of Columbia and such
resulting, transferee or surviving Person assumes, pursuant to a supplemental
indenture and other documentation in form and substance reasonably satisfactory
to the Trustee, all of the obligations and covenants of the Company under this
Indenture, the Notes and, if then in effect, under the Registration Rights
Agreement; provided, that unless such resulting,
transferee or surviving Person is a corporation, a corporate co-issuer of the
Notes will be added to this Indenture by such supplemental indenture;


 


(2)           immediately
before and after such transaction no Default or Event of Default has occurred
and is continuing;


 


(3)           except
in the case of a consolidation or merger of the Company with or into a
Restricted Subsidiary, or a sale, assignment, transfer, conveyance or other
disposition of properties or assets to the Company or a Restricted Subsidiary,
either (a) immediately after giving pro forma effect to such transaction
as if such transaction had occurred at the beginning of the applicable
four-quarter period, the Company or the resultant, transferee or surviving
Person (if other than the Company) would have a Fixed Charge Coverage Ratio
that is greater than the Fixed Charge Coverage Ratio of the Company immediately
prior to such transaction, or (b)  immediately after giving pro forma
effect to such transaction as if such transaction had occurred at the beginning
of the applicable four-quarter period, the Company or the resultant transferee
or surviving Person (if other than the Company) would be able to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
set forth in the first paragraph of Section 4.09; and


 


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(4)           The
Company will have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental agreements (if applicable) comply with this Indenture.


 


This Indenture will provide that upon any consolidation, combination or
merger or any transfer of all or substantially all of the assets of the Company
in accordance with the foregoing, in which the Company is not the surviving
corporation, the surviving Person formed by such consolidation or into which
the Company is merged or to which such conveyance or transfer is made will
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Notes with the same effect as if such
surviving Person had been named as such, and in the case of any transfer of all
(but not less than all) of the assets of the Company in accordance with the
foregoing, the Company will be released from all of its obligations under the
Notes and this Indenture.


 


In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.


 


The Company will not permit any Guarantor to consolidate with or merge
with into, or convey, transfer or lease all or substantially all of its assets
to any Person unless:


 


(1)           the
resulting, surviving or transferee Person will expressly assume all of the
obligations of such Guarantor under its Subsidiary Guarantee and the
Registration Rights Agreement pursuant to agreements reasonably satisfactory to
the Trustee;


 


(2)           immediately
after giving effect to such transaction (and treating any Indebtedness which
becomes an obligation of the resulting, surviving or transferee Person as a
result of such transaction as having been incurred by such Person at the time
of such transaction), no Default or Event of Default will have occurred or be
continuing; and


 


(3)           the
Company will have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer
and such supplemental agreements (if applicable) comply with this Indenture;


 


provided, however, that the foregoing will not apply to any such
consolidation or merger with or into, or conveyance, transfer or lease to, any
Person if the resulting, surviving or transferee Person will not be a
Subsidiary of the Company and the other terms of this Indenture, including such
terms as included in Section 4.10, are complied with.


 


Section 5.02           Successor
Corporation Substituted.


 


Upon
any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the properties
or assets of the Company in a transaction that is subject to, and that complies
with the provisions of, Section 5.01 hereof, the successor Person formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the “Company”
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of, premium on, if any,
interest and Additional Interest, if any, on, the Notes except in the 


 


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case of a sale of all of the Company’s assets in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


Section 6.01           Events of
Default.


 


Each
of the following will constitute an “Event
of Default”:


 


(1)           default
for 30 days in the payment when due of interest and Additional Interest, if
any, on, the Notes;


 


(2)           default
in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium on, if any, the Notes;


 


(3)           failure
by the Company or any of its Restricted Subsidiaries to comply Sections 4.10,
4.14 or 5.01 hereof and such failure continues for 30 days after written notice
is given to the Company by the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes then outstanding voting as a single
class;


 


(4)           failure
by the Company or any of its Restricted Subsidiaries to comply with any of the
other agreements in this Indenture or the Notes (other than a failure that is
subject to clauses (1), (2) or (3) above) and such failure continues
for 60 days after written notice is given to the Company by the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding voting as a single class;


 


(5)           default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which
is guaranteed by the Company or any of its Restricted Subsidiaries), whether
such Indebtedness or Guarantee now exists, or is created after the date of this
Indenture, if that default:


 


(A)          is
caused by a failure to pay principal of, premium on, if any, or interest on, if
any, such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default (a “Payment
Default”); or


 


(B)           results
in the acceleration of such Indebtedness prior to its express maturity,


 


and,
in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
without duplication $10.0 million or more;


 


(6)           failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
entered by a court or courts of competent jurisdiction aggregating in excess of
$10.0 million (excluding amounts covered by insurance), which judgments are not
paid, discharged or stayed, for a period of 60 days;


 


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(7)           the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary pursuant to or within the meaning of
Bankruptcy Law:


 


(A)          commences
a voluntary case,


 


(B)           consents
to the entry of an order for relief against it in an involuntary case,


 


(C)           consents
to the appointment of a custodian of it or for all or substantially all of its
property,


 


(D)          makes
a general assignment for the benefit of its creditors, or


 


(E)           generally
is not paying its debts as they become due;


 


(8)           a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(A)          is
for relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case;


 


(B)           appoints
a custodian of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary;
or


 


(C)           orders
the liquidation of the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary;


 


and
the order or decree remains unstayed and in effect for 60 consecutive days; or


 


(9)     except as
permitted by this Indenture, any Subsidiary Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect, or any Guarantor, or any Person acting on behalf of any
Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee
(other than by reason of the termination of this Indenture or the release of
any such Subsidiary Guarantee in accordance with this Indenture).


 


Section 6.02           Acceleration.


 


Notwithstanding
Section 6.01, in the case of an Event of Default specified in clause (7) or
(8) of Section 6.01 hereof, with respect to the Company, any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice.  If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.


 


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Upon
any such declaration, the Notes shall become due and payable immediately.


 


The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders of
all the Notes, rescind an acceleration and its consequences hereunder, if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal of, premium on, if any,
interest or Additional Interest, if any, on the Notes that has become due
solely because of the acceleration) have been cured or waived.


 


Section 6.03           Other
Remedies.


 


If
an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of, premium on, if any,
interest or Additional Interest, if any, on, the Notes or to enforce the
performance of any provision of the Notes or this Indenture.


 


The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any
Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. 
All remedies are cumulative to the extent permitted by law.


 


Section 6.04           Waiver of
Past Defaults.


 


In the case of an Event of Default specified in clause (5) of Section 6.01
hereof, such Event of Default and all consequences thereof (excluding, however,
any resulting Payment Default) will be annulled, waived and rescinded with
respect to the Notes, automatically and without any action by the Trustee or
the Holders of the Notes, if within 60 days after such Event of Default first
arose the Company delivers an Officers’ Certificate to the Trustee stating that
(1) the Indebtedness or Guarantee that is the basis for such Event of
Default has been paid or discharged, (2) the Holders of the Indebtedness
have rescinded or waived the acceleration giving rise to such Event of Default
or (3) the Default that is the basis for such Event of Default has been
otherwise cured; provided, however,
that in no event shall an acceleration of the principal amount of the Notes as
described under Section 6.02, waived or rescinded upon the happening of
any such events.


 


The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of the Holders of all of
the Notes, waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of
principal of, premium on, if any, interest or Additional Interest, if any, on,
the Notes (including in connection with an offer to purchase).


 


Upon
any such waiver pursuant to this Section 6.04, the corresponding Default
shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


Section 6.05           Control by
Majority.


 


Holders
of a majority in aggregate principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it.  However, the Trustee may refuse to
follow any direction 


 


65

















 


that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.


 


Section 6.06           Limitation
on Suits.


 


No
Holder of a Note may pursue any remedy with respect to this Indenture or the
Notes unless:


 


(1)           such
Holder has previously given to the Trustee written notice that an Event of
Default is continuing;


 


(2)           Holders
of at least 25% in aggregate principal amount of the then outstanding Notes
make a written request to the Trustee to pursue the remedy;


 


(3)           such
Holder or Holders offer and, if requested, provide to the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(4)           the
Trustee does not comply with such request within 60 days after receipt of the
request and the offer of security or indemnity; and


 


(5)           during
such 60-day period, Holders of a majority in aggregate principal amount of the
then outstanding Notes do not give the Trustee a direction inconsistent with
such request.


 


A
Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.


 


Section 6.07           Rights of
Holders of Notes to Receive Payment.


 


Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal of, premium on, if any, interest or Additional
Interest, if any, on, the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.


 


Section 6.08           Collection
Suit by Trustee.


 


If
an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium on, if any, interest and Additional Interest,
if any, remaining unpaid on, the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


 


Section 6.09           Trustee May File
Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, 


 


66

















 


and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it
for the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof.  To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid
out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or
otherwise.  Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept
or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.


 


Section 6.10           Priorities.


 


If
the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:


 


First:            to the Trustee, its agents and
attorneys for amounts due under Section 7.07 hereof, including payment of
all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection;


 


Second:        to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium, if any, interest and Additional
Interest, if any, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium,
if any, interest and Additional Interest, if any, respectively; and


 


Third:           to the Company or to such party as a
court of competent jurisdiction shall direct.


 


The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.10.


 


Section 6.11           Undertaking
for Costs.


 


In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in aggregate principal amount of
the then outstanding Notes.


 


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ARTICLE 7

TRUSTEE


 


Section 7.01           Duties of
Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee will, in the
exercise of its rights and powers vested in it by this Indenture, use the
degree of care and skill a prudent man would exercise or use under the
circumstances.


 


(b)           Except
during the continuance of an Event of Default:


 


(1)           the
duties of the Trustee will be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and


 


(2)           in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. 
However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.


 


(c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


 


(1)           this
paragraph does not limit the effect of clause (b) of this Section 7.01;


 


(2)           the
Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(3)           the
Trustee will not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)           No
provision of this Indenture will require the Trustee to expend or risk its own
funds or incur any liability.  The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture at the request of any Holder, unless such Holder has
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.


 


(f)            The
Trustee will not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law.


 


Section 7.02           Rights of Trustee.


 


(a)           The
Trustee may conclusively rely upon any document believed by it to be genuine
and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


 


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(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. 
The Trustee will not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of
Counsel.  The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


 


(c)           The
Trustee may act through its attorneys and agents and will not be responsible
for the misconduct or negligence of any agent appointed with due care.


 


(d)           The
Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


 


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company will be sufficient if signed by an Officer
of the Company.


 


(f)            The
Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders have offered to the Trustee indemnity or security
satisfactory to it against the losses, liabilities and expenses that might be
incurred by it in compliance with such request or direction.


 


(g)           The Trustee shall not be deemed to have
notice or be charged with knowledge of any Default or Event of Default unless a
Responsible Officer of the Trustee shall have actual knowledge thereof or the
Trustee shall have received from the Company, any Guarantor or any other
obligor upon the Notes or from any Holder written notice thereof at its address
set forth in Section 12.02 hereof, and such notice references the Notes
and this Indenture.


 


(h)           The Trustee may from time to time
request that the Company deliver an Officers’ Certificate setting forth the
names of individuals and/or titles of Officers authorized at such time to take
specified actions pursuant to this Indenture.


 


(i)            The permissive right of the Trustee
to take any action under this Indenture shall not be construed as a duty to so act.


 


(j)            In no event shall the Trustee be
responsible or liable for special, indirect, or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


Section 7.03           Individual
Rights of Trustee.


 


The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest after a Default has occurred and is
continuing, it must eliminate such conflict within 90 days, apply to the SEC
for permission to continue as trustee (if this Indenture has been qualified
under the TIA) or resign.  Any Agent may
do the same with like rights and duties. 
The Trustee is also subject to Sections 7.10 and 7.11 hereof.


 


Section 7.04           Trustee’s Disclaimer.


 


The
Trustee will not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money
paid to the Company or upon the Company’s direction under any provision of this



 


69

















 


Indenture, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes
or any other document in connection with the sale of the Notes or pursuant to
this Indenture other than its certificate of authentication.


 


Section 7.05           Notice of
Defaults.


 


If
a Default or Event of Default occurs and is continuing and if it is known to
the Trustee, the Trustee will mail to Holders of Notes a notice of the Default
or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of
Default in payment of principal of, premium on, if any, interest or Additional
Interest, if any, on, any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06           Reports by
Trustee to Holders of the Notes.


 


(a)           Within
60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA §313(a) (but if no event described
in TIA §313(a) has occurred within the twelve months preceding the
reporting date, no report need be transmitted). 
The Trustee also will comply with TIA §313(b)(2).  The Trustee will also transmit by mail all
reports as required by TIA §313(c).


 


(b)           A
copy of each report at the time of its mailing to the Holders of Notes will be
mailed by the Trustee to the Company and filed by the Trustee with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA
§313(d).  The Company will promptly
notify the Trustee when the Notes are listed on any stock exchange.


 


Section 7.07           Compensation
and Indemnity.


 


(a)           The
Company will pay to the Trustee from time to time compensation for its
acceptance of this Indenture and services hereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee
promptly upon request for all disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services.  Such expenses will include the compensation,
disbursements and expenses of the Trustee’s agents and counsel.


 


(b)           The
Company and the Guarantors will indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the
Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its gross negligence or
bad faith.  The Trustee will notify the
Company promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Company will not relieve the Company or any of the Guarantors of their
obligations hereunder.  The Company or
such Guarantor will defend the claim and the Trustee will cooperate in the
defense.  The Trustee may have separate
counsel and the Company will pay the fees and expenses of such counsel.  Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent will not be
unreasonably withheld.


 


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(c)           The
obligations of the Company and the Guarantors under this Section 7.07 will
survive the satisfaction and discharge of this Indenture.


 


(d)           To
secure the Company’s and the Guarantors’ payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal of,
premium on, if any, interest or Additional Interest, if any, on, particular
Notes.  Such Lien will survive the
satisfaction and discharge of this Indenture.


 


(e)           When
the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(7) or (8) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.


 


(f)            The
Trustee will comply with the provisions of TIA §313(b)(2) to the extent
applicable.


 


Section 7.08           Replacement
of Trustee.


 


(a)           A
resignation or removal of the Trustee and appointment of a successor Trustee
will become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08.


 


(b)           The
Trustee may resign in writing at any time and be discharged from the trust
hereby created by so notifying the Company. 
The Holders of a majority in aggregate principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the
Company in writing.  The Company may
remove the Trustee if:


 


(1)           the
Trustee fails to comply with Section 7.10 hereof;


 


(2)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;


 


(3)           a
custodian or public officer takes charge of the Trustee or its property; or


 


(4)           the
Trustee becomes incapable of acting.


 


(c)           If
the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company will promptly appoint a successor
Trustee.  Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


(d)           If
a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of at least 10% in aggregate principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.


 


(e)           If
the Trustee, after written request by any Holder who has been a Holder for at
least six months, fails to comply with Section 7.10 hereof, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.


 


(f)            A
successor Trustee will deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. 
Thereupon, the resignation or removal of the retiring Trustee will
become 


 


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effective, and the successor Trustee will have all the
rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of
its succession to Holders.  The retiring
Trustee will promptly transfer all property held by it as Trustee to the
successor Trustee; provided all
sums owing to the Trustee hereunder have been paid and subject to the Lien
provided for in Section 7.07 hereof. 
Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company’s obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.


 


Section 7.09           Successor
Trustee by Merger, etc.


 


If
the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act will be the successor Trustee.


 


Section 7.10           Eligibility;
Disqualification.


 


There
will at all times be a Trustee hereunder that is a corporation organized and
doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trustee power,
that is subject to supervision or examination by federal or state authorities
and that has a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.


 


This
Indenture will always have a Trustee who satisfies the requirements of TIA
§310(a)(1), (2) and (5).  The
Trustee is subject to TIA §310(b).


 


Section 7.11           Preferential
Collection of Claims Against Company.


 


The
Trustee is subject to TIA §311(a), excluding any creditor relationship listed
in TIA §311(b).  A Trustee who has
resigned or been removed shall be subject to TIA §311(a) to the extent
indicated therein.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01           Option to
Effect Legal Defeasance or Covenant Defeasance.


 


The
Company may at any time, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers’ Certificate, elect to have either Section 8.02
or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8.


 


Section 8.02           Legal
Defeasance and Discharge.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.02, the Company and each of the Guarantors will, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) and this Indenture on
the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). 
For this purpose, Legal Defeasance means that the Company and the
Guarantors will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Subsidiary Guarantees),
which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such
Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand
of and at the 


 


72

















 


expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which will survive until
otherwise terminated or discharged hereunder:


 


(1)           the
rights of Holders of outstanding Notes to receive payments in respect of the
principal of, premium on, if any, interest or Additional Interest, if any, on,
such Notes when such payments are due (but not the Change of Control Payment or
the payment pursuant to an Asset Sale Offer) from the trust referred to in Section 8.04
hereof;


 


(2)           the
Company’s obligations with respect to such Notes under Article 2 and Section 4.02
hereof;


 


(3)           the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; and


 


(4)           this
Article 8.


 


Subject
to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.


 


Section 8.03           Covenant
Defeasance.


 


Upon
the Company’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03, the Company and each of the Guarantors will, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16 and 4.17 hereof
and clause (4) of Section 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Subsidiary
Guarantees, the Company and the Guarantors may omit to comply with and will
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and
such Notes and Subsidiary Guarantees will be unaffected thereby.  In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3), (4), (5), (6) and (9) hereof will not
constitute Events of Default.


 


Section 8.04           Conditions
to Legal or Covenant Defeasance.


 


In
order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:


 


(1)           the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants, to pay the
principal of, premium on, if any, interest and Additional Interest, if any, on
the outstanding Notes on the Stated Maturity or on the applicable 


 


73

















 


redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to their Stated Maturity or to a
particular redemption date;


 


(2)           in
the case of an election under Section 8.02 hereof, the Company must
deliver to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that:


 


(A)          the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or


 


(B)           since
the date of this Indenture, there has been a change in the applicable federal
income tax law,


 


in
either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders of the outstanding Notes will not recognize income,
gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;


 


(3)           in
the case of an election under Section 8.03 hereof, the Company must
deliver to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;


 


(4)           no
Default or Event of Default shall have occurred and is continuing on the date
of such deposit (other than a Default or Event of Default resulting from the
incurrence of Indebtedness or the grant of Liens securing such Indebtedness,
all or a portion of the proceeds of which will be applied to such deposit) or
insofar as Defaults from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;


 


(5)           such
deposit will not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this Indenture) to
which the Company or any of its Restricted Subsidiaries is a party or by which
the Company or any of its Restricted Subsidiaries is bound, or if such breach,
violation or default would occur, which is not waived as of, and for all
purposes, on and after, the date of such deposit;


 


(6)           the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally;


 


(7)           the
Company must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders
of Notes over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or others; and


 


(8)           the
Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.


 


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Section 8.05           Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


 


Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
hereof in respect of the outstanding Notes will be held in trust and applied by
the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium, if any, interest and Additional Interest, if any, but
such money need not be segregated from other funds except to the extent
required by law.


 


The
Company will pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.


 


Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or
pay to the Company from time to time upon the request of the Company any money
or non-callable Government Securities held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment
to Company.


 


Any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, premium on, if any,
interest or Additional Interest, if any, on, any Note and remaining unclaimed
for two years after such principal, premium, if any, interest or Additional
Interest, if any, has become due and payable shall be paid to the Company on
its request or (if then held by the Company) will be discharged from such
trust; and the Holder of such Note will thereafter be permitted to look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, will thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in the
New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 8.07           Reinstatement.


 


If
the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as
the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s and the Guarantors’ obligations under this Indenture
and the Notes and the Subsidiary Guarantees will be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of
principal of, premium on, if any, interest or Additional Interest, if any, on,
any Note following the reinstatement of its obligations, the Company will be
subrogated to the rights 


 


75

















 


of the Holders of such Notes to receive such payment from the money
held by the Trustee or Paying Agent.


 


ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without
Consent of Holders of Notes.


 


Notwithstanding
Section 9.02 of this Indenture, without the consent of any Holder of
Notes, the Company, the Guarantors and the Trustee may amend or supplement this
Indenture, the Notes or the Subsidiary Guarantees:


 


(1)           to
cure any ambiguity, defect or inconsistency;


 


(2)           to
provide for uncertificated Notes in addition to or in place of certificated
Notes;


 


(3)           to
provide for the assumption of the Company’s or a Guarantor’s obligations to the
Holders of the Notes in the case of a merger or consolidation or sale of all or
substantially all of the Company’s or such Guarantor’s properties or assets,
including the addition of any required co-issuer of the Notes;


 


(4)           to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder under this Indenture;


 


(5)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA;


 


(6)           to
add any additional Guarantor or to release any Guarantor from its Subsidiary
Guarantee, to evidence or provide for the acceptance or appointment of a
successor trustee or to add any additional Events of Default, in each case, as
provided in this Indenture;


 


(7)           to
secure the Notes;


 


(8)           to
conform the text of this Indenture, the Notes or the Subsidiary Guarantees to
any provision of the “Description of the Notes” section of the Company’s
Offering Memorandum dated April 22, 2010, to the extent that such
provision in the “Description of the Notes” was intended to set forth, verbatim
or in substance, a provision of this Indenture, the Notes or the Subsidiary
Guarantees; or


 


(9)           to
provide for the issuance of Exchange Notes and related Subsidiary Guarantees or
Additional Notes and related Subsidiary Guarantees.


 


Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


 


76

















 


Section 9.02           With
Consent of Holders of Notes.


 


Except
as provided in Section 9.01 and below in this Section 9.02, the
Company and the Trustee may amend or supplement this Indenture (including,
without limitation, Section 3.09, 4.10 and 4.14 hereof) and the Notes and
the Subsidiary Guarantees with the consent of the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes
(including, without limitation, Additional Notes, if any) voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium on, if any,
interest or Additional Interest, if any, on, the Notes, except a Payment
Default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture or the Notes or the Subsidiary Guarantees
may be waived with the consent of the Holders of a majority in aggregate
principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes).  Section 2.08 hereof shall
determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.


 


Upon
the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt
by the Trustee of the documents described in Section 7.02 hereof, the
Trustee will join with the Company and the Guarantors in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
will not be obligated to, enter into such amended or supplemental Indenture.


 


It
is not necessary for the consent of the Holders of Notes under this Section 9.02
to approve the particular form of any proposed amendment, supplement or waiver,
but it is sufficient if such consent approves the substance thereof.


 


After
an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture, the Notes or the
Subsidiary Guarantees.  However, without
the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):


 


(1)           reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;


 


(2)           reduce
the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption of the Notes (except as provided with
respect to Secitons 3.09, 4.10 and 4.14 hereof);


 


(3)           reduce
the rate of or change the time for payment of interest, including default
interest, on any Note;


 


77

















 


(4)           waive
a Default or Event of Default in the payment of principal of, premium on, if
any, interest or Additional Interest, if any, on, the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes and a waiver of the
Payment Default that resulted from such acceleration);


 


(5)           make
any Note payable in money other than that stated in the Notes;


 


(6)           make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of,
premium on, if any, interest or Additional Interest, if any, on, the Notes
(except as permitted by clause (7) below in this Section 9.02);


 


(7)           waive
a redemption payment with respect to any Note (other than a payment required by
Sections 3.09, 4.10 and 4.14 hereof); or


 


(8)           make
any change in the preceding amendment, supplement and waiver provisions.


 


Section 9.03           Compliance
with Trust Indenture Act.


 


Every
amendment or supplement to this Indenture or the Notes will be set forth in a
amended or supplemental indenture that complies with the TIA as then in effect.


 


Section 9.04           Revocation
and Effect of Consents.


 


Until
an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holder’s Note, even if notation of the consent is not made on
any Note.  However, any such Holder of a
Note or subsequent Holder of a Note may revoke the consent as to its Note if
the Trustee receives written notice of revocation before the date the
amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05           Notation on
or Exchange of Notes.


 


The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. 
The Company in exchange for all Notes may issue and the Trustee shall,
upon receipt of an Authentication Order, authenticate new Notes that reflect the
amendment, supplement or waiver.


 


Failure
to make the appropriate notation or issue a new Note will not affect the
validity and effect of such amendment, supplement or waiver.


 


Section 9.06           Trustee to
Sign Amendments, etc.


 


The
Trustee will sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect
the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amended or
supplemental indenture until the Board of Directors of the Company approves
it.  In executing any amended or
supplemental indenture, the Trustee will be entitled to receive and (subject to
Section 7.01 hereof) will be fully protected in relying upon, in addition
to the documents required by Section 12.04 hereof, an Officers’
Certificate and an Opinion of


 


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Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture.


 


ARTICLE 10

SUBSIDIARY GUARANTEES


 


Section 10.01.                  Guarantee.


 


(a)                                  Subject to this Article 10, each of the Guarantors
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes or the obligations of the Company hereunder or thereunder,
that:


 


(1)                                  the principal of, premium on, if any, interest and Additional
Interest, if any, on, the Notes will be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium on, if any, interest and Additional Interest, if
any, on, the Notes, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and


 


(2)                                  in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.


 


Failing
payment when due of any amount so guaranteed or any performance so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to
pay the same immediately.  Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 


(b)                                 The Guarantors hereby agree that their obligations hereunder
are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenant that this Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.


 


(c)                                  If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company
or the Guarantors, any amount paid by either to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect.


 


(d)                                 Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed
hereby.  Each Guarantor further agrees
that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes
of this Subsidiary Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the 


 


79

















 


obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) will forthwith become
due and payable by the Guarantors for the purpose of this Subsidiary
Guarantee.  The Guarantors will have the
right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the
Subsidiary Guarantee.


 


Section 10.02.                  Limitation on Guarantor
Liability.


 


Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Subsidiary Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to
any Subsidiary Guarantee.  To effectuate
the foregoing intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will be limited to the
maximum amount that will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor that are relevant
under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10,
result in the obligations of such Guarantor under its Subsidiary Guarantee not
constituting a fraudulent transfer or conveyance.


 


Section 10.03.                  Execution and Delivery of
Subsidiary Guarantee.


 


To
evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto will be endorsed by
an Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture will be executed on behalf of such Guarantor by
one of its Officers.


 


Each
Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01
hereof will remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Subsidiary Guarantee.


 


If
an Officer whose signature is on this Indenture or on the Subsidiary Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee will be
valid nevertheless.


 


The
delivery of any Note by the Trustee, after the authentication thereof
hereunder, will constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Guarantors.


 


In
the event that the Company or any of its Restricted Subsidiaries creates or
acquires any Domestic Subsidiary after the date of this Indenture, if required
by Section 4.16 hereof, the Company will cause such Domestic Subsidiary to
comply with the provisions of Section 4.16 hereof and this Article 10,
to the extent applicable.


 


Section 10.04.                  Guarantors May Consolidate,
etc., on Certain Terms.


 


Except
as otherwise provided in Section 10.05 hereof, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:


 


(1)                                  immediately after giving effect to such transaction, no
Default or Event of Default exists; and


 


80

















 


(2)                                  either:


 


(a)                                  subject to Section 10.05 hereof, the Person acquiring
the property in any such sale or disposition or the Person formed by or
surviving any such consolidation or merger unconditionally assumes all the
obligations of that Guarantor under its Subsidiary Guarantee, this Indenture
and the Registration Rights Agreement on the terms set forth herein or therein,
pursuant to a supplemental indenture in form and substance reasonably
satisfactory to the Trustee; or


 


(b)                                 the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation, Section 4.10 hereof.


 


In
case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor.  Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee.  All the Subsidiary Guarantees so issued will
in all respects have the same legal rank and benefit under this Indenture as
the Subsidiary Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Subsidiary Guarantees had
been issued at the date of the execution hereof.


 


Except
as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and
(b) above, nothing contained in this Indenture or in any of the Notes will
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.


 


Section 10.05.                  Releases.


 


The Subsidiary Guarantee of a Guarantor will be released:


 


(1)                                  in connection with any sale or other disposition of all or
substantially all of the properties or assets of such Guarantor (including by
way of merger or consolidation) to a Person that is not (either before or after
giving effect to such transaction) the Company or a Restricted Subsidiary of
the Company, if the sale or other disposition complies with the applicable
provisions of this Indenture;


 


(2)                                  in connection with any sale or other disposition of all of
the Capital Stock of such Guarantor to a Person that is not (either before or
after giving effect to such transaction) the Company or a Restricted Subsidiary
of the Company, if the sale or other disposition complies with the applicable
provisions of this Indenture, including without limitation Section 4.10
hereof.  Upon delivery by the Company and
the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect
that such sale or other disposition was made by the Company in accordance with
the provisions of this Indenture, including without limitation Section 4.10
hereof, the Trustee will execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Subsidiary
Guarantee;


 


(3)                                  if such Guarantor is a Restricted Subsidiary and the Company
designates such Guarantor as an Unrestricted Subsidiary in accordance with the
applicable provisions of this Indenture;


 


81

















 


(4)                                  upon Legal Defeasance or Covenant Defeasance pursuant to Article 8
or upon satisfaction and discharge of this Indenture pursuant to Article 11;
or


 


(5)                                  upon the liquidation or dissolution of such Guarantor
provided that no Default or Event of Default has occurred and is continuing.


 


Any
Guarantor not released from its obligations under its Subsidiary Guarantee as
provided in this Section 10.05 will remain liable for the full amount of
principal of, premium on, if any, interest and Additional Interest, if any, on,
the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 10.


 


ARTICLE 11

SATISFACTION AND DISCHARGE


 


Section 11.01                          Satisfaction and Discharge.


 


This
Indenture will be discharged and will cease to be of further effect as to all
Notes issued hereunder (except as to surviving rights of registration of
transfer or exchange of the Notes and as otherwise specified in this
Indenture), when:


 


(1)                                  either:


 


(a)                                  all Notes that have been authenticated and delivered (except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for
whose payment money has been deposited in trust and thereafter repaid to the
Company) have been delivered to the Trustee for cancellation; or


 


(b)                                 all Notes that have not been delivered to the Trustee for
cancellation have become due and payable or will become due and payable within
one year by reason of the mailing of a notice of redemption or otherwise and
the Company has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, in the
form of cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire
Indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium, if any, interest and Additional Interest, if any, to the
date of stated maturity or redemption;


 


(2)                                  in respect of subclause (b) of clause (1) of this Section 11.01,
no Default or Event of Default has occurred and is continuing on the date of
the deposit or will occur as a result of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such
deposit), and such deposit will not result in a breach or violation of, or
constitute a default under, any other material instrument to which the Company
is a party or by which the Company is bound;


 


(3)                                  the Company has paid or caused to be paid all sums payable by
it under this Indenture; and


 


(4)                                  the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the payment of
the Notes at stated maturity or on the redemption date, as the case may be.


 


82

















 


In addition, the Company must deliver an Officers’
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited
with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01,
the provisions of Sections 11.02 and 8.06 hereof will survive.  In addition, nothing in this Section 11.01
will be deemed to discharge those provisions of Section 7.07 hereof, that,
by their terms, survive the satisfaction and discharge of this Indenture.


 


Section 11.02                          Application of Trust Money.


 


Subject
to the provisions of Section 8.06 hereof, all money deposited with the
Trustee pursuant to Section 11.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
interest and Additional Interest, if any, for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


 


If
the Trustee or Paying Agent is unable to apply any money or Government Securities
in accordance with Section 11.01 hereof by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 11.01
hereof; provided that if the Company has made
any payment of principal of, premium on, if any, interest or Additional
Interest, if any, on, any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


 


ARTICLE 12

MISCELLANEOUS


 


Section 12.01                          Trust Indenture Act Controls.


 


If
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by TIA §318(c), the imposed duties will control.


 


Section 12.02                          Notices.


 


Any
notice or communication by the Company, any Guarantor or the Trustee to the
others is duly given if in writing and delivered in Person or by first class
mail (registered or certified, return receipt requested), facsimile
transmission or overnight air courier guaranteeing next day delivery, to the
others’ address:


 


If to the Company and/or any
Guarantor:


 


Global Geophysical Services, Inc.

13927 South Gessner Road

Missouri City, Texas 77489

Fax: (713) 972-1008

Attention: General Counsel


 


83

















 


With a copy to:

Haynes and Boone, LLP

1221 McKinney Street


Suite 2100


Houston, Texas 77010


Fax: (713) 547-2600

Attention: Bryce D. Linsenmayer


 


If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16th Floor

Houston, Texas  77002

Facsimile No.:  (713) 483-6954

Attention:  Corporate Trust
Administration, re: Global Geophysical Services, Inc.


 


The
Company, any Guarantor or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or communications.


 


All
notices and communications (other than those sent to Holders) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt acknowledged, if transmitted by facsimile; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.


 


Any
notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication
will also be so mailed to any Person described in TIA §313(c), to the extent
required by the TIA.  Failure to mail a
notice or communication to a Holder or any defect in it will not affect its
sufficiency with respect to other Holders.


 


If
a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.


 


If
the Company mails a notice or communication to Holders, it will mail a copy to
the Trustee and each Agent at the same time.


 


Section 12.03                          Communication by Holders of Notes with Other Holders of
Notes.


 


Holders
may communicate pursuant to TIA §312(b) with other Holders with respect to
their rights under this Indenture or the Notes. 
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA §312(c).


 


Section 12.04                          Certificate and Opinion as to Conditions Precedent.


 


Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:


 


(1)                                  an Officers’ Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and


 


84

















 


(2)                                  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


 


Section 12.05                          Statements Required in Certificate or Opinion.


 


Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA §314(a)(4)) must comply with the provisions of TIA §314(e) and must
include:


 


(1)                                  a statement that the Person making such certificate or
opinion has read such covenant or condition;


 


(2)                                  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;


 


(3)                                  a statement that, in the opinion of such Person, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been satisfied; and


 


(4)                                  a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied.


 


Section 12.06                          Rules by Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its
functions.


 


Section 12.07                          No Personal Liability of Directors, Officers, Employees and
Stockholders.


 


No
director, officer, employee, manager, incorporator, member, partner or
stockholder or other owner of Capital Stock of the Company or any of its
Subsidiaries, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, the Subsidiary Guarantees or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of a Note by accepting the Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws, and it is the view of the SEC
that such a waiver is against public policy.


 


Section 12.08                          Governing Law.


 


THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


85

















 


Section 12.09                          No Adverse Interpretation of Other Agreements.


 


This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


Section 12.10                          Successors.


 


All
agreements of the Company in this Indenture and the Notes will bind its
successors.  All agreements of the
Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture
will bind its successors, except as otherwise provided in Section 10.05
hereof.


 


Section 12.11                          Severability.


 


In
case any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.


 


Section 12.12                          Counterpart Originals.


 


The
parties may sign any number of copies of this Indenture.  Each signed copy will be an original, but all
of them together represent the same agreement.


 


Section 12.13                          Table of Contents, Headings, etc.


 


The
Table of Contents, Cross-Reference Table and Headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.


 


Section 12.14                          Waiver of Jury Trial.


 


EACH
OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.15                          Force Majeure.


 


In no
event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall
use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.


 


Section 12.16                          U.S.A. Patriot Act.


 


The
parties hereto acknowledge that in accordance with Section 326 of the
U.S.A. Patriot Act, the Trustee, like all financial institutions and in order
to help fight the funding of terrorism and money laundering, is required to
obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the Trustee.
The parties to this Indenture agree that they will provide the


 


86

















 


Trustee with such
information within their possession or control as it may reasonably request in
order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


Signatures on following
page


 


87

















 


SIGNATURES


 


Dated
as of the day and year first above written.


 


	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
   

  	
  Name:

  	
  P. Mathew Verghese

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AUTOSEIS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
   

  	
  Name:

  	
  P. Mathew Verghese

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GGS INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P. Mathew Verghese

  
	
   

  	
   

  	
  Name:

  	
  P. Mathew Verghese

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


Indenture
Signature Page


 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rafael Martinez

  
	
   

  	
   

  	
  Name:

  	
  Rafael Martinez

  
	
   

  	
   

  	
  Title:

  	
  Senior Associate 

  



 


Indenture
Signature Page


 
















 


EXHIBIT
A1


 


[Face of Note]


 


CUSIP/CINS               


 


101⁄2% Senior Notes due 2017


 


	
  No.

  	
  $

  



 


GLOBAL GEOPHYSICAL SERVICES, INC.


 


promises
to pay to                 or registered
assigns,


 


the
principal sum of
                                                                                                                    
DOLLARS on May 1, 2017.


 


Interest
Payment Dates:  May 1 and November 1


 


Record
Dates:  April 15 and October 15


 


Dated: 
                              ,
20    


 


	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This is one of the Notes
referred to

in the within-mentioned Indenture:



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
   as Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A1-1

















 


[Back of Note]


101⁄2% Senior Notes due 2017


 


[Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.


 


(1)           INTEREST.  Global
Geophysical Services, Inc., a Delaware corporation (the “Company”), promises to pay or cause to be
paid interest on the principal amount of this Note at 101⁄2% per annum from
                                ,
       
until maturity and shall pay the Additional Interest, if any, payable
pursuant to the Registration Rights Agreement referred to below.  The Company will pay interest and Additional
Interest, if any, semi-annually in arrears on May 1 and November 1 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment
Date”).  Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that, if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided
further that the first Interest Payment Date shall be November 1,
2010.  The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal at a rate that is 1% higher than the then applicable
interest rate on the Notes to the extent lawful; it will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest and Additional Interest, if any (without
regard to any applicable grace period), at the same rate to the extent lawful.


 


Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.


 


(2)           METHOD OF PAYMENT. 
The Company will pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of
Notes at the close of business on the April 15 or October 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, interest and Additional Interest, if any, at the office or
agency of the Company maintained for such purpose, or, at the option of the
Company, payment of interest and Additional Interest, if any, may be made by
check mailed to the registered Holders at their respective addresses set forth
in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of, premium on, if any, interest and Additional Interest,
if any, on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.


 


(3)           PAYING AGENT AND REGISTRAR. 
Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change the Paying Agent or
Registrar without prior notice to the Holders of the Notes.  The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.


 


A1-2

















 


(4)           INDENTURE.  The
Company issued the Notes under an Indenture dated as of April 27, 2010 (the
“Indenture”) among the Company,
the Guarantors and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the TIA.  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. 
To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling.  The Notes are unsecured
obligations of the Company.  The
Indenture does not limit the aggregate principal amount of Notes that may be
issued thereunder.


 


(5)           OPTIONAL REDEMPTION.


 


(a)           At any
time and from time to time before May 1, 2013, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of the
outstanding Notes (which amount includes Additional Notes), at a redemption
price of 1101⁄2% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest thereon to the redemption date, with the net
cash proceeds (other than any proceeds from the Initial Public Offering) of any
one or more Equity Offerings; provided that
at least 65% of the aggregate principal amount of Notes issued under the
Indenture (which amount includes Additional Notes, but excludes Notes held by
the Company and its Subsidiaries) remains outstanding immediately after each
such redemption; and provided, further, that each such redemption shall occur within 90
days of the date of the closing of such Equity Offering.


 


(b)           At any
time and from time to time prior to May 1, 2014  the Company may, at its option, redeem all or
a portion of the Notes at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium with respect to the Notes plus
accrued and unpaid interest and Additional Interest thereon to the redemption
date.  Notice of such redemption must be
mailed to Holders of the Notes called for redemption in accordance with Section 3.03
hereof.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the
Company’s option prior to May 1, 2014.


 


(d)           On or
after May 1, 2014, the Notes will be subject to redemption at any time and
from time to time at the option of the Company, in whole or in part, upon not
less than 30 nor more than 60 days notice, at the redemption prices (expressed
as percentages of the principal amount redeemed) set forth below plus accrued
and unpaid interest and Additional Interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on May 1
of the years indicated below.


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2014

  	
   

  	
  105.250

  	
  %

  
	
  2015

  	
   

  	
  102.625

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Unless the Company defaults
in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on and after the applicable
redemption date.


 


(6)           MANDATORY REDEMPTION.  The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.


 


A1-3

















 


(7)           REPURCHASE
AT THE OPTION OF HOLDER.


 


(a)   If there is a Change of Control, all Holders
of Notes will have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
the Notes pursuant to the offer described below (the “Change of
Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company will mail to each Holder of Notes a notice setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.


 


(b)   If the Company or
a Restricted Subsidiary of the Company consummates any Asset Sales, within five
days of each date on which the aggregate amount of Excess Asset Sale Proceeds
exceeds $10.0 million, the Company will be required to make an offer to the
Holders of Notes and the holders of any other Senior Indebtedness that is
subject to requirements with respect to the application of net proceeds from
assets sales that are substantially similar to those contained in the Indenture
(an “Asset Sale Offer”) to purchase on a pro rata basis (with the Excess Asset Sale Proceeds prorated
between the Holders of the Notes and such holders of such other Senior
Indebtedness based upon outstanding aggregate principal amounts) the maximum
principal amount of the Notes and such other Senior Indebtedness that may be
purchased or prepaid, as applicable, out of the prorated Excess Asset Sale
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon to the date of
purchase, in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate principal
amount of Notes and other Senior Indebtedness tendered (and electing to be
redeemed or repaid, as applicable) pursuant to an Asset Sale Offer is less than
the Excess Asset Sale Proceeds, the Company and its Restricted Subsidiaries may
use any remaining Excess Asset Sale Proceeds for general corporate purposes and
any other purpose not prohibited by this Indenture.  Upon completion of the offer to purchase, the
amount of Excess Asset Sale Proceeds shall be reset at zero.  Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.


 


(8)           NOTICE OF REDEMPTION. 
Notices of redemption with respect to the Notes shall be mailed by first
class mail at least 30 but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Indenture pursuant to Articles 8 or 11
thereof.  Notes and portions of Notes
selected will be in amounts of $2,000 or whole multiples of $1,000 in excess
thereof; except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder shall be
redeemed or purchased


 


(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in fully registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.   The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
the Company need not 


 


A1-4

















 


exchange or
register the transfer of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the next
succeeding Interest Payment Date.


 


(10)         PERSONS DEEMED OWNERS. 
The registered Holder of a Note may be treated as the owner of it for
all purposes. Only registered Holders have rights under the Indenture.


 


(11)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture,
the Notes or the Subsidiary Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes including Additional Notes, if any, voting as a
single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes or the Subsidiary Guarantees may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes including Additional Notes, if any, voting
as a single class.  Without the consent
of any Holder of Notes, the Indenture, the Notes or the Subsidiary Guarantees
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders of the Notes in the case of a merger or consolidation or
sale of all or substantially all of the Company’s or such Guarantor’s
properties or assets, including the addition of any required co-issuer of the
Notes, to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
under the Indenture of any Holder, to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
TIA, to add any additional Guarantor or to release any Guarantor from its
Subsidiary Guarantee, to evidence or provide for the acceptance or appointment
of a successor trustee or to add any additional Events of Default, in each
case, as provided in the Indenture, to secure the Notes, to conform the text of
the Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description
of the Notes” section of the Company’s Offering Memorandum dated April 22,
2010, to the extent that such provision in that “Description of the Notes” was
intended to set forth, verbatim or in substance, a provision of the Indenture,
the Notes or the Subsidiary Guarantees, or to provide for the issuance of
Exchange Notes and related Subsidiary Guarantees or Additional Notes and related
Subsidiary Guarantees.


 


(12)         DEFAULTS AND REMEDIES. 
Events of Default include:  (i) default
for 30 days in the payment when due of interest and Additional Interest, if
any, on, the Notes; (ii) default in the payment when due (at maturity,
upon redemption or otherwise) of the principal of, or premium on, if any, the
Notes; (iii) failure by the Company or any of its Restricted Subsidiaries
to comply Sections 4.10, 4.14 or 5.01 of the Indenture and such failure
continues for 30 days after written notice is given to the Company by the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Notes then outstanding voting as a single class; (iv) failure by the
Company or any of its Restricted Subsidiaries to comply with any of the other agreements
in the Indenture or the Notes (other than a failure that is subject to clauses
(i), (ii) or (iii) above) and such failure continues for 60 days
after written notice is given to the Company by the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Notes then outstanding
voting as a single class; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee
now exists, or is created after the date of the Indenture, if that default (A) is
caused by a failure to pay principal of, premium on, if any, or interest on, if
any, such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default (a 


 


A1-5

















 


“Payment Default”); or (B) results in the acceleration
of such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates without duplication
$10.0 million or more; (vi) failure by the Company or any of its
Restricted Subsidiaries to pay final judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $10.0 million (excluding
amounts covered by insurance), which judgments are not paid, discharged or
stayed, for a period of 60 days; (vii) the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (A) commences
a voluntary case, (B) consents to the entry of an order for relief against
it in an involuntary case, (C) consents to the appointment of a custodian
of it or for all or substantially all of its property, (D) makes a general
assignment for the benefit of its creditors, or (E) generally is not
paying its debts as they become due; (viii) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is
for relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case; (B) appoints a custodian of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary; or (C) orders the liquidation
of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary; and the order or decree
remains unstayed and in effect for 60 consecutive days; or (ix) except as
permitted by the Indenture, any Subsidiary Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in
full force and effect, or any Guarantor, or any Person acting on behalf of any
Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee
(other than by reason of the termination of the Indenture or the release of any
such Subsidiary Guarantee in accordance with the Indenture).  In the case of an Event of Default arising
from certain events of bankruptcy or insolvency with respect to the Company,
any Restricted Subsidiary of the Company that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice.  If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Upon such
declaration, the Notes shall become due and payable immediately.  Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  Except in the case of a Default or Event of
Default in payment of principal of, premium on, if any, interest or Additional
Interest, if any, on, any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee
may, on behalf of all of the Holders of all the Notes, rescind an acceleration
and its consequences under the Indenture, if the rescission would not conflict
with any judgment or decree and if all existing Events of Default (except
nonpayment of principal of, premium on, if any, interest or Additional
Interest, if any, on the Notes that has become due solely because of the acceleration)
have been cured or waived.   The Company
is 


 


A1-6

















 


required to
deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required, upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


 


(13)         TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


(14)         NO RECOURSE AGAINST OTHERS. 
No director, officer, employee, manager, incorporator, member, partner
or stockholder or other owner of Capital Stock of the Company or any of its
Subsidiaries, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each
Holder of a Note by accepting the Note waives and releases all such
liability.  The waiver and release are part
of the consideration for issuance of the Notes. 
Such waiver may not be effective to waive liabilities under the federal
securities laws, and it is the view of the SEC that such a waiver is against
public policy.


 


(15)         AUTHENTICATION.  This
Note will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.


 


(16)         ABBREVIATIONS. 
Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)         ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES.  In addition
to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes will have all the
rights set forth in the Registration Rights Agreement dated as of April 27,
2010, among the Company, the Guarantors and the other parties named on the
signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes will have the rights
set forth in one or more registration rights agreements, if any, among the
Company, the Guarantors and the other parties thereto, relating to rights given
by the Company and the Guarantors to the purchasers of any Additional Notes
(collectively, the “Registration Rights
Agreement”).


 


(18)         CUSIP NUMBERS. 
Pursuant to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed
on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as
a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption, and reliance may be
placed only on the other identification numbers placed thereon.


 


(19)         GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW
YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE
SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


A1-7

















 


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. 
Requests may be made to:


 


Global Geophysical Services, Inc.

13927 South Gessner Road

Missouri City, Texas 77489

Fax: (713) 972-1008

Attention: General Counsel


 


A1-8

















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  



 




 





(Insert assignee’s soc. sec. or tax I.D. no.)


 


	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  



 


and
irrevocably appoint
                                                                                                                            to
transfer this Note on the books of the Company. 
The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the face of this Note)

  



 


	
  Signature Guarantee*:

  	
   

  	
   

  



 


*              Participant in a recognized
Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee).


 


A1-9

















 


Option of Holder to Elect Purchase


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the
Indenture, check the appropriate box below:


 


	
  o  Section 4.10

  	
  o  Section 4.14

  



 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have
purchased:


 


$                    


 


	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
					



 


*              Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).


 


A1-10

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE *


 


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of 

  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                 This schedule should be included only if the Note
is issued in global form.


 


A1-11
















 


EXHIBIT
A2


 


[Face of Regulation S Temporary Global Note]


 


CUSIP/CINS                          


 


101⁄2% Senior Notes due 2017


 


	
  No.

  	
  $

  



 


GLOBAL GEOPHYSICAL SERVICES, INC.


 


promises
to pay to CEDE & CO. or registered assigns,


 


the
principal sum of
                                                                                                                    
DOLLARS on May 1, 2017.


 


Interest
Payment Dates:  May 1 and November 1


 


Record
Dates:  April 15 and October 15


 


Dated: 
                              ,
20


 


	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


This is one of the Notes referred to

in the within-mentioned Indenture:



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
   as Trustee






 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  	
   

  



 


A2-1

















 


[Back of Regulation S Temporary Global Note]


101⁄2% Senior Notes due 2017


 


THE RIGHTS ATTACHING TO THIS
REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
DEFINED HEREIN).  NEITHER THE HOLDER NOR
THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.


 


THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


SECURITY HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS
A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”),
(2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
SECURITY) AND THE LAST DATE ON WHICH GLOBAL GEOPHYSICAL SERVICES, INC. (THE “COMPANY”)
OR ANY AFFILIATE OF THE COMPANY 


 


A2-2

















 


WAS THE OWNER OF THIS
SECURITY OR ANY PREDECESSOR OF THIS SECURITY, OFFER, SELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT
THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.


 


(1)           INTEREST.  Global
Geophysical Services, Inc., a Delaware corporation (the “Company”), promises to pay interest on
the principal amount of this Note at 101⁄2% per annum from
                                ,
20     until maturity and shall pay the Additional
Interest, if any, payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The Company
will pay interest and Additional Interest, if any, semi-annually in arrears on May 1
and November 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each, an “Interest
Payment Date”).  Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred
to on the face hereof and the next succeeding Interest Payment Date, interest
shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall
be November 1, 2010.  The Company
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect to
the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.


 


Until this Regulation S
Temporary Global Note is exchanged for one or more Regulation S Permanent
Global Notes, the Holder hereof shall not be entitled to receive payments of
interest hereon; until so exchanged in full, this Regulation S Temporary Global
Note shall in all other respects be entitled to the same benefits as other
Notes under the Indenture.


 


(2)           METHOD OF PAYMENT. 
The Company will pay interest on the Notes (except defaulted interest)
and Additional Interest, if any, to the Persons who are registered Holders of 


 


A2-3

















 


Notes at
the close of business on the April 15 or October 15 next preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, interest and Additional Interest, if any, at the office or
agency of the Company maintained for such purpose, or, at the option of the
Company, payment of interest and Additional Interest, if any, may be made by
check mailed to the registered Holders at their respective addresses set forth
in the register of Holders; provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of, premium on, if any, interest and Additional
Interest, if any, on, all Global Notes and all other Notes the Holders of which
will have provided wire transfer instructions to the Company or the Paying
Agent.  Such payment will be in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


(3)           PAYING AGENT AND REGISTRAR. 
Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or
Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


(4)           INDENTURE.  The
Company issued the Notes under an Indenture dated as of April 27, 2010
(the “Indenture”) among the
Company, the Guarantors and the Trustee. 
The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are unsecured obligations of the
Company.  The Indenture does not limit
the aggregate principal amount of Notes that may be issued thereunder.


 


(5)           OPTIONAL REDEMPTION.


 


(a)           At any
time and from time to time before May 1, 2013, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of the
outstanding Notes (which amount includes Additional Notes), at a redemption
price of 1101⁄2% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest thereon to the redemption date, with the net
cash proceeds (other than any proceeds from the Initial Public Offering) of any
one or more Equity Offerings; provided that
at least 65% of the aggregate principal amount of Notes issued under the
Indenture (which amount includes Additional Notes, but excludes Notes held by
the Company and its Subsidiaries) remains outstanding immediately after each
such redemption; and provided, further, that each such redemption shall occur within 90
days of the date of the closing of such Equity Offering.


 


(b)           At any
time and from time to time prior to May 1, 2014  the Company may, at its option, redeem all or
a portion of the Notes at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium with respect to the Notes plus
accrued and unpaid interest and Additional Interest thereon to the redemption
date.  Notice of such redemption must be
mailed to Holders of the Notes called for redemption in accordance with Section 3.03
hereof.


 


(c)           Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the
Company’s option prior to May 1, 2014.


 


A2-4

















 


(d)           On or
after May 1, 2014, the Notes will be subject to redemption at any time and
from time to time at the option of the Company, in whole or in part, upon not
less than 30 nor more than 60 days notice, at the redemption prices (expressed
as percentages of the principal amount redeemed) set forth below plus accrued
and unpaid interest and Additional Interest thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on May 1
of the years indicated below.


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2014

  	
   

  	
  105.250

  	
  %

  
	
  2015

  	
   

  	
  102.625

  	
  %

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Unless the Company defaults
in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on and after the applicable
redemption date.


 


(6)           MANDATORY REDEMPTION.  The
Company is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.


 


(7)           REPURCHASE AT OPTION OF HOLDER.


 


(a)           If there
is a Change of Control, all Holders of Notes will have the right to require the
Company to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of the Notes pursuant to the offer described below
(the “Change of Control Offer”) at an offer
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). 
Within 30 days following any Change of Control, the Company will mail to
each Holder of Notes a notice setting forth the procedures governing the Change
of Control Offer as required by the Indenture.


 


(b)           If the
Company or a Restricted Subsidiary of the Company consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Asset
Sale Proceeds exceeds $10.0 million, the Company will be required to make an
offer to the Holders of Notes and the holders of any other Senior Indebtedness
that is subject to requirements with respect to the application of net proceeds
from assets sales that are substantially similar to those contained in the
Indenture (an “Asset Sale Offer”) to purchase on
a pro rata basis (with the Excess Asset
Sale Proceeds prorated between the Holders of the Notes and such holders of
such other Senior Indebtedness based upon outstanding aggregate principal
amounts) the maximum principal amount of the Notes and such other Senior
Indebtedness that may be purchased or prepaid, as applicable, out of the
prorated Excess Asset Sale Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
thereon to the date of purchase, in accordance with the procedures set forth in
the Indenture.  To the extent that the
aggregate principal amount of Notes and other Senior Indebtedness tendered (and
electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale
Offer is less than the Excess Asset Sale Proceeds, the Company and its
Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for
general corporate purposes and any other purpose not prohibited by this
Indenture.  Upon completion of the offer
to purchase, the amount of Excess Asset Sale Proceeds shall be reset at zero.  Holders of Notes that are the subject of an
offer to purchase will receive an Asset Sale Offer from the Company prior to
any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of
Holder to Elect Purchase” attached to the Notes.


 


A2-5

















 


(8)           NOTICE OF REDEMPTION. 
Notices of redemption with respect to the Notes shall be mailed by first
class mail at least 30 but not more than 60 days before the redemption date to
each Holder of Notes to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof.  Notes and portions of Notes selected will be
in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except
that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder shall be redeemed or
purchased.


 


(9)           DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in fully registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.  The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. 
The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part.  Also,
the Company need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.


 


This Regulation S Temporary Global Note is
exchangeable in whole or in part for one or more Global Notes only (i) on
or after the termination of the 40-day distribution compliance period (as
defined in Regulation S) and (ii) upon presentation of certificates
(accompanied by an Opinion of Counsel, if applicable) required by Article 2
of the Indenture.  Upon exchange of this
Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note.


 


(10)         PERSONS DEEMED OWNERS. 
The registered Holder of a Note may be treated as its owner for all
purposes.


 


(11)         AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture,
the Notes or the Subsidiary Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes including Additional Notes, if any, voting as a
single class, and any existing Default or Event of Default or compliance with
any provision of the Indenture or the Notes or the Subsidiary Guarantees may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes including Additional Notes, if any, voting
as a single class.  Without the consent
of any Holder of Notes, the Indenture, the Notes or the Subsidiary Guarantees
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations
to Holders of the Notes in the case of a merger or consolidation or sale of all
or substantially all of the Company’s or such Guarantor’s properties or assets,
including the addition of any required co-issuer of the Notes, to make any
change that would provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights under the
Indenture of any Holder, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the TIA, to add any
additional Guarantor or to release any Guarantor from its Subsidiary Guarantee,
to evidence or provide for the acceptance or appointment of a successor trustee
or to add any additional Events of Default, in each case, as provided in the
Indenture, to secure the Notes, to 


 


A2-6

















 


conform the
text of the Indenture, the Notes or the Subsidiary Guarantees to any provision
of the “Description of the Notes” section of the Company’s Offering Memorandum
dated April 22, 2010, to the extent that such provision in that “Description
of the Notes” was intended to set forth, verbatim or in substance, a provision
of the Indenture, the Notes or the Subsidiary Guarantees, or to provide for the
issuance of Exchange Notes and related Subsidiary Guarantees or Additional
Notes and related Subsidiary Guarantees.


 


(12)         DEFAULTS AND REMEDIES. 
Events of Default include:  (i) default
for 30 days in the payment when due of interest and Additional Interest, if
any, on, the Notes; (ii) default in the payment when due (at maturity,
upon redemption or otherwise) of the principal of, or premium on, if any, the
Notes; (iii) failure by the Company or any of its Restricted Subsidiaries
to comply Sections 4.10, 4.14 or 5.01 of the Indenture and such failure
continues for 30 days after written notice is given to the Company by the
Trustee or the Holders of not less than 25% in aggregate principal amount of
the Notes then outstanding voting as a single class; (iv) failure by the
Company or any of its Restricted Subsidiaries to comply with any of the other
agreements in the Indenture or the Notes (other than a failure that is subject
to clauses (i), (ii) or (iii) above) and such failure continues for
60 days after written notice is given to the Company by the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding voting as a single class; (v) default under any mortgage,
indenture or instrument under which there may be issued or by which there may
be secured or evidenced any Indebtedness for money borrowed by the Company or
any of its Restricted Subsidiaries (or the payment of which is guaranteed by
the Company or any of its Restricted Subsidiaries), whether such Indebtedness
or Guarantee now exists, or is created after the date of the Indenture, if that
default (A) is caused by a failure to pay principal of, premium on, if
any, or interest on, if any, such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (B) results in the acceleration
of such Indebtedness prior to its express maturity, and, in each case, the
principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates without duplication
$10.0 million or more; (vi) failure by the Company or any of its
Restricted Subsidiaries to pay final judgments entered by a court or courts of
competent jurisdiction aggregating in excess of $10.0 million (excluding
amounts covered by insurance), which judgments are not paid, discharged or
stayed, for a period of 60 days; (vii) the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (A) commences
a voluntary case, (B) consents to the entry of an order for relief against
it in an involuntary case, (C) consents to the appointment of a custodian
of it or for all or substantially all of its property, (D) makes a general
assignment for the benefit of its creditors, or (E) generally is not
paying its debts as they become due; (viii) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is
for relief against the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an
involuntary case; (B) appoints a custodian of the Company or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary or for all or substantially all of the property of the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary; or (C) orders the liquidation
of the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary; and the order or decree
remains unstayed and in effect for 60 consecutive days; or (ix) except as
permitted by the Indenture, any Subsidiary 


 


A2-7

















 


Guarantee
is held in any judicial proceeding to be unenforceable or invalid or ceases for
any reason to be in full force and effect, or any Guarantor, or any Person
acting on behalf of any Guarantor, denies or disaffirms its obligations under
its Subsidiary Guarantee (other than by reason of the termination of the
Indenture or the release of any such Subsidiary Guarantee in accordance with
the Indenture).  In the case of an Event
of Default arising from certain events of bankruptcy or insolvency with respect
to the Company, any Restricted Subsidiary of the Company that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice.  If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately.  Upon such
declaration, the Notes shall become immediately due and payable.  Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. 
Subject to certain limitations, Holders of a majority in aggregate
principal amount of the then outstanding Notes may direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee or exercising any trust or power conferred on it.  Except in the case of a Default or Event of
Default in payment of principal of, premium on, if any, interest or Additional
Interest, if any, on, any Note, the Trustee may withhold the notice if and so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.  The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee
may, on behalf of all of the Holders of all the Notes, rescind an acceleration
and its consequences under the Indenture, if the rescission would not conflict
with any judgment or decree and if all existing Events of Default (except
nonpayment of principal of, premium on, if any, interest or Additional
Interest, if any, on the Notes that has become due solely because of the
acceleration) have been cured or waived.  
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


(13)         TRUSTEE DEALINGS
WITH COMPANY.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


 


(14)         NO RECOURSE
AGAINST OTHERS.  No director, officer, employee, manager, incorporator,
member, partner or stockholder or other owner of Capital Stock of the Company
or any of its Subsidiaries, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder of a Note by accepting the Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws, and it is the view of the SEC
that such a waiver is against public policy.


 


(15)         AUTHENTICATION.  This Note will not
be valid until authenticated by the manual signature of the Trustee or an
authenticating agent.


 


(16)         ABBREVIATIONS.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).


 


A2-8

















 


(17)         ADDITIONAL
RIGHTS OF HOLDERS.  In addition to the rights provided to Holders
of Notes under the Indenture, Holders of this Regulation S Temporary Global
Note will have all the rights set forth in the Registration Rights Agreement
dated as of April 27, 2010, among the Company, the Guarantors and the
other parties named on the signature pages thereof or, in the case of
Additional Notes, Holders thereof will have the rights set forth in one or more
registration rights agreements, if any, among the Company, the Guarantors and
the other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).


 


(18)         CUSIP NUMBERS.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes,
and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon.


 


(19)         GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE SUBSIDIARY
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.


 


The Company will furnish to
any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. 
Requests may be made to:


 


Global Geophysical Services, Inc.

13927 South Gessner Road

Missouri City, Texas 77489

Fax: (713) 972-1008

Attention: General Counsel


 


A2-9

















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


	
  (I) or (we) assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  



 


(Insert assignee’s soc. sec. or tax I.D. no.)


 


	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  



 


and
irrevocably appoint                                                                                to
transfer this Note on the books of the Company. 
The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the face of this Note)

  



 


	
  Signature Guarantee*:

  	
   

  	
   

  



 


*              Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A2-10

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the
Indenture, check the appropriate box below:


 


	
  o  Section 4.10

  	
  o  Section 4.14

  



 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have
purchased:


 


$                    


 


	
  Date:

  	
   

  	
   

  



 


	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the face of this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee*:

  	
   

  	
   

  
					



 


*              Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).


 


A2-11

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION
S TEMPORARY GLOBAL NOTE


 


The following exchanges of a
part of this Regulation S Temporary Global Note for an interest in another
Global Note, or exchanges of a part of another other Restricted Global Note for
an interest in this Regulation S Temporary Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of 

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A2-12
















 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Global Geophysical Services, Inc.


13927 South Gessner Road


Missouri City, Texas 77489


 


[Registrar
address block]


 


Re:  101/2% Senior Notes due 2017


 


Reference is hereby made to
the Indenture, dated as of April 27, 2010 (the “Indenture”),
among Global Geophysical Services, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New
York Mellon Trust Company, N.A., as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


,
(the “Transferor”) owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto,
in the principal amount of
$                      
in such Note[s] or interests (the “Transfer”), to 
                                                      
(the “Transferee”), as further specified in
Annex A hereto.  In connection with the
Transfer, the Transferor hereby certifies that:


 


[CHECK
ALL THAT APPLY]


 


1.  o   Check if Transferee will
take delivery of a beneficial interest in the 144A Global Note or a Restricted
Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to
and in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.


 


2.  o   Check if Transferee will
take delivery of a beneficial interest in the Regulation S  Temporary Global Note, the Regulation S
Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser).  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the 


 


B-1

















 


transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.


 


3.  o   Check and complete if
Transferee will take delivery of a beneficial interest in the IAI Global Note
or a Restricted Definitive Note pursuant to any provision of the Securities Act
other than Rule 144A or Regulation S.  The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


(a)           o   such Transfer is being effected pursuant to
and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)           o   such Transfer is being effected to the
Company or a subsidiary thereof;


 


or


 


(c)           o   such Transfer is being effected pursuant to
an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)           o   such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144,
Rule 903 or Rule 904, and the Transferor hereby further certifies
that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by
the Transferee in the form of Exhibit D to the Indenture and (2) [if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000,] an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act.  Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture
and the Securities Act.


 


4.  o   Check if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Note or of an
Unrestricted Definitive Note.


 


(a)  o   Check if Transfer is
pursuant to Rule 144.  (i) The
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive 


 


B-2

















 


Note will no longer be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.


 


(b)  o   Check if Transfer is
Pursuant to Regulation S.  (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. 
Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will
no longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(c)  o   Check if Transfer is
Pursuant to Other Exemption.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes
and in the Indenture.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
				



 


B-3

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.             The Transferor owns and proposes to transfer the
following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)   o a
beneficial interest in the:


 


(i)          o 144A Global
Note (CUSIP
                  ),
or


 


(ii)         o Regulation S
Global Note (CUSIP
                  ),
or


 


(iii)        o IAI Global
Note (CUSIP
                  );
or


 


(b) 
o a Restricted
Definitive Note.


 


2.             After the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a) 
o a beneficial
interest in the:


 


(i)          o 144A Global
Note (CUSIP
                  ),
or


 


(ii)         o Regulation S
Global Note (CUSIP
                  ),
or


 


(iii)        o IAI Global
Note (CUSIP
                  );
or


 


(iv)        o Unrestricted
Global Note (CUSIP
                  );
or


 


(b) 
 o a Restricted
Definitive Note; or


 


(c) 
o an
Unrestricted Definitive Note,


 


in
accordance with the terms of the Indenture.


 


B-4

















 


EXHIBIT
C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Global Geophysical Services, Inc.


13927 South Gessner Road


Missouri City, Texas 77489


 


[Registrar address block]


 


Re:  101⁄2% Senior Notes due
2017


 


(CUSIP
[              ])


 


Reference is hereby made to
the Indenture, dated as of April 27, 2010 (the “Indenture”),
among Global Geophysical Services, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New
York Mellon Trust Company, N.A., as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


,
(the “Owner”) owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of
$                        
in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner
hereby certifies that:


 


1.             Exchange of Restricted
Definitive Notes or Beneficial Interests in a Restricted Global Note for
Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note


 


(a) 
o  Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b) 
o  Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


 


(c) 
o  Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the


 


C-1

















 


Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.


 


(d) 
o  Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note.  In
connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the
Unrestricted Definitive Note is being acquired for the Owner’s own account
without transfer, (ii) such Exchange has been effected in compliance with
the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Unrestricted Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


2.             Exchange of Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes for
Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes


 


(a) 
o  Check if Exchange is from beneficial interest in a Restricted Global
Note to Restricted Definitive Note. 
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 


(b) 
o  Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s
Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global
Note, o Regulation S
Global Note,  o IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the beneficial interest issued will
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the relevant Restricted Global Note and in the Indenture and
the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Insert Name of Transferor]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


	
  Dated:

  	
   

  	
   

  



 


C-2

















 


EXHIBIT
D


 


FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


 


Global Geophysical Services, Inc.


13927 South Gessner Road


Missouri City, Texas 77489


 


[Registrar
address block]


 


Re:  101⁄2% Senior Notes due
2017


 


Reference is hereby made to
the Indenture, dated as of April 27, 2010 (the “Indenture”),
among Global Geophysical Services, Inc., as issuer (the “Company”), the Guarantors party thereto and The Bank of New
York Mellon Trust Company, N.A., as trustee. 
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


In connection with our
proposed purchase of
$                        
aggregate principal amount of:


 


(a) 
o a beneficial
interest in a Global Note, or


 


(b) 
o a Definitive
Note,


 


we confirm that:


 


1.             We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the “Securities Act”).


 


2.             We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the
following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell the Notes or any interest therein, we will do so
only (A) to the Company or any subsidiary thereof, (B) in accordance
with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor”
(as defined below) that, prior to such transfer, furnishes (or has furnished on
its behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and[, if such transfer is in respect
of a principal amount of Notes, at the time of transfer of less than $250,000,]
an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such transfer is in compliance with the Securities Act, (D) outside
the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144 under the
Securities Act or (F) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any Person
purchasing the Definitive Note or beneficial interest in a Global Note from us
in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.


 


3.             We understand that, on any proposed resale of the Notes
or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and
the Company may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions.  We
further understand that the Notes purchased by us will bear a legend to the
foregoing effect.


 


D-1

















 


4.             We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and have such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of our
investment in the Notes, and we and any accounts for which we are acting are
each able to bear the economic risk of our or its investment.


 


5.             We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each
of which is an institutional “accredited investor”) as to each of which we
exercise sole investment discretion.


 


You and the Company are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative or
legal proceedings or official inquiry with respect to the matters covered hereby.


 


 


	
   

  	
   

  
	
   

  	
  [Insert Name of Accredited
  Investor]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


D-2

















 


EXHIBIT E


 


FORM OF NOTATION OF GUARANTEE


 


For value received, each
Guarantor (which term includes any successor Person under the Indenture) has,
jointly and severally, unconditionally guaranteed, to the extent set forth in
the Indenture and subject to the provisions in the Indenture dated as of April 27,
2010 (the “Indenture”) among Global Geophysical
Services, Inc., (the “Company”), the
Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”), (a) the due and
punctual payment of the principal of, premium on, if any, interest and
Additional Interest, if any, on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of, premium on, if any, interest and Additional Interest,
if any, on, the Notes, if any, if lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. 
The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly
set forth in Article 10 of the Indenture and reference is hereby made to
the Indenture for the precise terms of the Subsidiary Guarantee.


 


Capitalized terms used but
not defined herein have the meanings given to them in the Indenture.


 


	
   

  	
  [NAME OF GUARANTOR(S)]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-1

















 


EXHIBIT
F


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of
                                ,
among                                     
(the “Guaranteeing Subsidiary”), a subsidiary
of Global Geophysical Services, Inc. (or its permitted successor), a
Delaware corporation (the “Company”), the
Company, the other Guarantors (as defined in the Indenture referred to herein)
and The Bank of New York Mellon Trust Company, N.A., as trustee under the
Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 27, 2010 providing for
the issuance of 101⁄2% Senior Notes due 2017 (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture pursuant to which
the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Subsidiary Guarantee”);
and


 


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


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


 


1.             CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.             AGREEMENT TO GUARANTEE. 
The Guaranteeing Subsidiary hereby agrees to provide an unconditional
Guarantee on the terms and subject to the conditions set forth in the
Subsidiary Guarantee and in the Indenture including but not limited to Article 10
thereof.


 


3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, manager,
incorporator, member, partner or stockholder or other owner of Capital Stock of
the Company or any of its Subsidiaries, as such, shall have any liability for
any obligations of the Company or any Guarantor under the Notes, the Subsidiary
Guarantees or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. 
Each Holder of a Note by accepting the Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive
liabilities under the federal securities laws, and it is the view of the SEC
that such a waiver is against public policy.


 


4.             NEW YORK LAW TO GOVERN. 
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


5.             COUNTERPARTS.  The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


 


F-1

















 


6.             EFFECT OF HEADINGS. 
The Section headings herein are for convenience only and shall not
affect the construction hereof.


 


7.             THE TRUSTEE.  The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary, the other Guarantors and the Company.


 


Signatures on the following page


 


F-2

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written.


 


	
   

  	
  [GUARANTEEING SUBSIDIARY]

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTOSEIS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  GGS INTERNATIONAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
    as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


F-3