Exhibit 10.1


 


Execution Version


 


$200,000,000 


 


GLOBAL GEOPHYSICAL SERVICES, INC.



 


10.500%  SENIOR NOTES DUE 2017


 


PURCHASE AGREEMENT


 


April 22, 2010


 


BARCLAYS CAPITAL INC.


CREDIT SUISSE SECURITIES
(USA) LLC


BANC OF AMERICA
SECURITIES LLC


As Representatives of the
several


   Initial Purchasers named in Schedule I
attached hereto,


c/o Barclays Capital Inc.


745 Seventh Avenue


New York, New York 10019


 


Ladies and Gentlemen:


 


Global Geophysical Services, Inc., a Delaware
corporation (the “Company”), proposes, upon the
terms and conditions set forth in this agreement (this “Agreement”),
to issue and sell to you, as the initial purchasers (the “Initial
Purchasers”), $200 million in aggregate principal amount of its
10.500% Senior Notes due 2017 (the “Notes”).  The Notes will (i) have terms and
provisions that are summarized in the Offering Memorandum (as defined below),
and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among
the Company, the Guarantors (as defined below) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”).  The
Company’s obligations under the Notes, including the due and punctual payment
of interest on the Notes, will be irrevocably and unconditionally guaranteed
(the “Guarantees”) by
the guarantors listed in Schedule II hereto (together the “Guarantors”). 
As used herein, the term “Notes” shall include the Guarantees, unless
the context otherwise requires. 
This Agreement is to confirm the agreement concerning the purchase of
the Notes from the Company by the Initial Purchasers.


 


Concurrently with the issue and sale of the Notes, the
Company will issue and sell, and certain stockholders of the Company will sell,
to several underwriters in such offering an aggregate of 7,500,000 shares of
the Company’s common stock, par value $0.01 per share (“Stock”),
and at the option of such underwriters, the Company and the selling
stockholders will issue and sell an aggregate of not more than 1,125,000
additional shares of Stock in a public offering (the “Initial
Public Offering”) registered under the Securities Act of 1933,
as amended (the “Securities Act”).  This offering of the Notes and the Initial
Public Offering, and the use of proceeds therefrom, are  collectively referred to in this Agreement as
the “Transactions.”


 


1.                                       Purchase and Resale of the Notes. 
The Notes will be offered and sold to the Initial Purchasers without
registration under the Securities Act, in reliance on an exemption 


 

















 


pursuant to Section 4(2) under the
Securities Act.  The Company and the Guarantors have prepared a
preliminary offering memorandum, dated April 6, 2010 (the “Preliminary Offering Memorandum”), a
pricing term sheet substantially in the form attached hereto as Schedule III
(the “Pricing Term Sheet”) setting
forth the terms of the Notes omitted from the Preliminary Offering Memorandum
and certain other information and an offering memorandum, dated April 22,
2010 (the “Offering Memorandum”),
setting forth information regarding the Company, the Guarantors, the Notes, the
Exchange Notes (as defined herein), the Guarantees and the Exchange Guarantees
(as defined herein).  The Preliminary
Offering Memorandum, as supplemented and amended as of the Applicable Time (as
defined below), together with the Pricing Term Sheet and any of the documents
listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”.  The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package
and the Offering Memorandum in connection with the offering and resale of the
Notes by the Initial Purchasers.


 


“Applicable Time” means 8:30 a.m.
(New York City time) on the date of this Agreement.


 


You have advised the Company that you will offer and
resell (the “Exempt Resales”) the Notes
purchased by you hereunder on the terms set forth in each of the Pricing
Disclosure Package and the Offering Memorandum, as amended or supplemented,
solely to (i) persons whom you reasonably believe to be “qualified
institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), and (ii) outside the
United States to certain persons who are not U.S. Persons (as defined in
Regulation S under the Securities Act (“Regulation S”))
(such persons, “Non-U.S. Persons”) in offshore
transactions in reliance on Regulation S. 
As used herein, the terms “offshore transaction” and “United States”
have the meanings assigned to them in Regulation S.  Those persons specified in clauses (i) and
(ii) are referred to herein as “Eligible Purchasers”.


 


Holders (including subsequent transferees) of the
Notes will have the registration rights set forth in the registration rights
agreement (the “Registration Rights Agreement”)
among the Company, the Guarantors and the Initial Purchasers to be dated the
Closing Date (as defined herein), for so long as such Notes constitute “Transfer Restricted Securities” (as
defined in the Registration Rights Agreement). 
Pursuant to the Registration Rights Agreement, the Company and the
Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances
set forth therein, a registration statement under the Securities Act relating
to the Company’s 10.500% Senior Notes due 2017 (the “Exchange
Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered
in exchange for the Notes and the Guarantees. 
Such portion of the offering is referred to as the “Exchange
Offer”.


 


2.                                       Representations, Warranties and
Agreements of the Company and the Guarantors.  The Company and each of the Guarantors, jointly and
severally, represent, warrant and agree as follows:


 


(a)                                  When the Notes and Guarantees are issued
and delivered pursuant to this Agreement, such Notes and Guarantees will not be
of the same class (within the meaning of Rule 144A under the Securities
Act) as securities of the Company or the Guarantors that are listed on 


 

















 


a national securities exchange registered under Section 6
of the Exchange Act or that are quoted in a United States automated inter-dealer
quotation system.


 


(b)                                 Assuming the accuracy of the
representations and warranties of the Initial Purchasers in Section 3(b),
the purchase and resale of the Notes pursuant hereto (including pursuant to the
Exempt Resales) are exempt from the registration requirements of the Securities
Act.


 


(c)                                  No form of general solicitation or
general advertising within the meaning of Regulation D (including, but not
limited to, advertisements, articles, notices or other communications published
in any newspaper, magazine or similar medium or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising) was used by the Company, the
Guarantors, any of their respective affiliates or any of their respective
representatives (other than you, as to whom the Company and the Guarantors make
no representation) in connection with the offer and sale of the Notes.


 


(d)                                 No directed selling efforts within the
meaning of Rule 902 under the Securities Act were used by the Company, the
Guarantors or any of their respective representatives (other than you, as to
whom the Company and the Guarantors make no representation) with respect to Notes sold outside the
United States to Non-U.S. Persons, and the Company, any affiliate of the
Company and any person acting on its or their behalf (other than you, as to
whom the Company and the Guarantors make no representation) has complied with
and will implement the “offering restrictions” required by Rule 902 under
the Securities Act.


 


(e)                                  Each of the Preliminary Offering
Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as
of its respective date, contains all the information specified in, and meeting
the requirements of, Rule 144A(d)(4) under the Securities Act.


 


(f)                                    Neither the Company, any Guarantor nor
any other person acting on behalf of the Company or any Guarantor has sold or
issued any securities that would be integrated with the offering of the Notes
contemplated by this Agreement pursuant to the Securities Act, the rules and
regulations thereunder or the interpretations thereof by the Commission.  The Company and the Guarantors will take
reasonable precautions designed to insure that any offer or sale, direct or
indirect, in the United States or to any U.S. person (as defined in Rule 902
under the Securities Act), of any Notes or any substantially similar security
issued by the Company or any Guarantor, within six months subsequent to the
date on which the distribution of the Notes has been completed (as notified to
the Company by the Initial Purchasers), is made under restrictions and other
circumstances reasonably designed not to affect the status of the offer and
sale of the Notes in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the
Securities Act, including any sales pursuant to Rule 144A under, or
Regulations D or S of, the Securities Act.


 


(g)                                 The Preliminary Offering Memorandum, the
Pricing Disclosure Package and the Offering Memorandum have been prepared by
the Company and the Guarantors
for use by the Initial Purchasers in connection with the Exempt Resales.  No order or decree preventing 


 

















 


the use of the Preliminary Offering Memorandum, the
Pricing Disclosure Package or the Offering Memorandum, or any order asserting
that the transactions contemplated by this Agreement are subject to the
registration requirements of the Securities Act has been issued, and no
proceeding for that purpose has commenced or is pending or, to the knowledge of
the Company or any of the Guarantors is contemplated.


 


(h)                                 The Offering Memorandum will not, as of
its date or as of the Closing Date, contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Offering Memorandum in reliance
upon and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Initial Purchaser
specifically for inclusion therein, which information is specified in Section 8(e).


 


(i)                                     The Pricing Disclosure Package did not,
as of the Applicable Time, contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that no representation or
warranty is made as to information contained in or omitted from the Pricing
Disclosure Package in reliance upon and in conformity with written information
furnished to the Company through the Representatives by or on behalf of any
Initial Purchaser specifically for inclusion therein, which information is
specified in Section 8(e).


 


(j)                                     The Company has not made any offer to
sell or solicitation of an offer to buy the Notes that would constitute a “free
writing prospectus” (if the offering of the Notes was made pursuant to a
registered offering under the Securities Act), as defined in Rule 405
under the Securities Act (a “Free Writing Offering
Document”) without the prior consent of the Representatives; any
such Free Writing Offering Document the use of which has been previously
consented to by the Initial Purchasers is listed on Schedule IV.


 


(k)                                  The Pricing Disclosure Package, when
taken together with each Free Writing Offering Document listed in Schedule IV(B) hereto,
did not, as of the Applicable Time, contain an untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Pricing Disclosure Package (or
Free Writing Offering Document listed in Schedule IV(B) hereto) in
reliance upon and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Initial Purchaser
specifically for inclusion therein, which information is specified in Section 8(e).


 


(l)                                     The Company has been duly incorporated
and is existing and in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct its
business as described in the Pricing Disclosure Package; and the Company is
duly qualified to do business as a foreign corporation in good standing in all
other jurisdictions in which its ownership or lease of property or the conduct
of its business requires such qualification.


 

















 


(m)                               Each subsidiary of the Company has been
duly incorporated and is existing and in good standing under the laws of the
jurisdiction of its incorporation, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
Pricing Disclosure Package; and each subsidiary of the Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification; all of the issued and outstanding capital
stock of each subsidiary of the Company has been duly authorized and validly
issued and is fully paid and nonassessable; and the capital stock of each
subsidiary is owned by the Company, directly or through subsidiaries, free from
liens, encumbrances and defects. The Company does not own or control, directly
or indirectly, any corporation, association or other entity other than the
subsidiaries listed on Exhibit 21.1 to the Registration Statement on Form S-1
filed with the Commission in connection with the Initial Public Offering.


 


(n)                                 The Company has an authorized capitalization
as set forth in each of the Pricing Disclosure Package and the Offering
Memorandum, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable.


 


(o)                                 The Company and each Guarantor has all
requisite corporate power and authority to execute, deliver and perform its
obligations under the Indenture.  The
Indenture has been duly and validly authorized by the Company and the Guarantors, and upon its
execution and delivery and, assuming due authorization, execution and delivery
by the Trustee, will constitute the valid and binding agreement of the Company and the Guarantors, enforceable
against the Company and the Guarantors
in accordance with its terms, except as such enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and
other laws relating to or affecting creditors’ rights generally and by general
equitable principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  No
qualification of the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) is required in
connection with the offer and sale of the Notes contemplated hereby or in
connection with the Exempt Resales.  The
Indenture will conform to the description thereof in each of the Pricing
Disclosure Package and the Offering Memorandum.


 


(p)                                 The Company has all requisite corporate
power and authority to execute, issue, sell and perform its obligations under
the Notes.  The Notes have been duly
authorized by the Company and, when duly executed by the Company in accordance
with the terms of the Indenture, assuming due authentication of the Notes by
the Trustee, upon delivery to the Initial Purchasers against payment therefor
in accordance with the terms hereof, will be validly issued and delivered and
will constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture, enforceable against the Company in accordance with
their terms, except as such enforceability may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).  The
Notes will conform in all material respects to the description thereof in each
of the Pricing Disclosure Package and the Offering Memorandum.


 

















 


(q)                                 The Company has all requisite corporate
power and authority to execute, issue and perform its obligations under the
Exchange Notes.  The Exchange Notes have
been duly and validly authorized by the Company and if and when issued and
authenticated in accordance with the terms of the Indenture and delivered in
accordance with the Exchange Offer provided for in the Registration Rights
Agreement, will be validly issued and delivered and will constitute valid and
binding obligations of the Company entitled to the benefits of the Indenture,
enforceable against the Company in accordance with their terms, except as such
enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors’
rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


 


(r)                                    Each Guarantor has all requisite
corporate, partnership or limited liability company power and authority, as
applicable, to execute, issue and perform its obligations under the
Guarantees.  The Guarantees have been
duly and validly authorized by the Guarantors and when the Indenture is duly
executed and delivered by the Guarantors in accordance with its terms and upon
the due execution, authentication and delivery of the Notes in accordance with
the Indenture and the issuance of the Notes in the sale to the Initial
Purchasers contemplated by this Agreement, will constitute valid and binding
obligations of the Guarantors, enforceable against the Guarantors in accordance
with their terms, except as such enforceability may be limited by bankruptcy,
fraudulent conveyance, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law).  The
Guarantees will conform in all material respects to the description thereof in
each of the Pricing Disclosure Package and the Offering Memorandum.


 


(s)                                  Each Guarantor has all requisite
corporate, partnership or limited liability company power and authority, as
applicable, to execute, issue and perform its obligations under the Exchange
Guarantees.  The Exchange Guarantees have
been duly and validly authorized by the Guarantors and when the Indenture is
duly executed and delivered by the Guarantors in accordance with its terms and
upon the due execution and authentication of the Exchange Notes in accordance
with the Indenture and the issuance and delivery of the Exchange Notes in the
Exchange Offer contemplated by the Registration Rights Agreement, will be
validly issued and delivered and will constitute valid and binding obligations
of the Guarantors entitled to the benefits of the Indenture, enforceable
against the Guarantors in accordance with their terms, except as such
enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors’
rights generally and by general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


 


(t)                                    The Company and each Guarantor has all
requisite corporate, partnership or limited liability company power and
authority, as applicable, to execute, deliver and perform its obligations under
the Registration Rights Agreement.  The
Registration Rights Agreement has been duly and validly authorized by the Company
and the Guarantors and, when executed and delivered by the Company and each
Guarantor in accordance with the terms hereof and thereof, will be validly
executed and delivered and (assuming the due authorization, execution and
delivery thereof by you) will be the legally valid and binding obligation of
the Company and 


 

















 


each Guarantor in accordance with the terms thereof,
enforceable against the Company and each Guarantor in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditor’s rights generally, by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and, as to rights of indemnification and contribution, by principles of public
policy.  The Registration Rights
Agreement will conform to the description thereof in each of the Pricing
Disclosure Package and the Offering Memorandum.


 


(u)                                 The Company and each Guarantor has all
requisite corporate power to execute, deliver and perform its obligations under
this Agreement.  This Agreement has been
duly and validly authorized, executed and delivered by the Company and each of
the Guarantors.


 


(v)                                 The issue and sale of the Notes and the
Guarantees, the execution, delivery and performance by the Company and the
Guarantors of the Notes, the Guarantees, the Exchange Notes, the Exchange
Guarantees, the Indenture, the Registration Rights Agreement and this
Agreement, the consummation of the Initial Public Offering, the application of
the proceeds from the sale of the Notes and the Initial Public Offering as
described under “Use of Proceeds” in each of the Pricing Disclosure Package and
the Offering Memorandum and the consummation of the transactions contemplated
hereby and thereby, will not (i) conflict with or result in a breach or
violation of any of the terms or provisions of, impose any lien, charge or
encumbrance upon any property or assets of the Company, the Guarantors or their
respective subsidiaries, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement, license, lease or other agreement or
instrument to which the Company, the Guarantors or any of their respective
subsidiaries is a party or by which the Company, the Guarantors or any of their
respective subsidiaries is bound or to which any of the property or assets of
the Company, the Guarantors or any of their respective subsidiaries is subject,
(ii) result in any violation of the provisions of the charter or by-laws
(or similar organizational documents) of the Company, the Guarantors or any of
their respective subsidiaries, or (iii) result in any violation of any
statute or any judgment, order, decree, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company, the
Guarantors or any of their respective subsidiaries or any of their properties
or assets, except, with respect to clauses (i) and (iii), conflicts or
violations that would not reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), results of operations,
business, properties or prospects of the Company and its subsidiaries taken as
a whole (“Material Adverse Effect”).


 


(w)                               No consent, approval, authorization or
order of, or filing, registration or qualification with any court or
governmental agency or body having jurisdiction over the Company, the
Guarantors or any of their respective subsidiaries or any of their properties
or assets is required for the issue and sale of the Notes and the Guarantees,
the execution, delivery and performance by the Company and the Guarantors of
the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the
Indenture, the Registration Rights Agreement and this Agreement, the consummation
of the Initial Public Offering, the application of the proceeds from the sale
of the Notes and the Initial Public Offering 
as described under “Use of Proceeds” in each of the Pricing Disclosure
Package and the Offering Memorandum and the consummation of the transactions
contemplated hereby and thereby, except for the filing of a registration
statement by the Company with the Commission pursuant to the Securities Act as
required by the 


 

















 


Registration Rights Agreement and such consents,
approvals, authorizations, orders, filings, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Notes by the Initial Purchasers, each of which
has been obtained and is in full force and effect.


 


(x)                                   The historical financial statements
(including the related notes and supporting schedules) included in the Pricing
Disclosure Package and the Offering Memorandum present fairly in all material
respects the financial condition, results of operations and cash flows of the
entities purported to be shown thereby, at the dates and for the periods
indicated, and have been prepared in conformity with accounting principles
generally accepted in the United States applied on a consistent basis throughout
the periods involved.


 


(y)                                 The pro forma financial statements
included in the Pricing Disclosure Package and the Offering Memorandum include
assumptions that provide a reasonable basis for presenting the significant
effects directly attributable to the transactions and events described therein,
the related pro forma adjustments give appropriate effect to those assumptions,
and the pro forma adjustments reflect the proper application of those
adjustments to the historical financial statement amounts in the pro forma
financial statements included in the Pricing Disclosure Package.  The pro forma financial statements included
in the Pricing Disclosure Package have been prepared in accordance with the
Commission’s rules and guidance with respect to pro forma financial
information.  The pro forma financial statements set forth
in the Pricing Disclosure Package and the Offering Memorandum have been
prepared on the basis consistent with such historical financial statements,
except for the pro forma adjustments
specified therein, include all material adjustments to the historical financial
data required by Rule 11-02 of Regulation S-X to reflect the acquisition
of Weinman GeoScience, Inc. (as defined in the Pricing Disclosure Package
and the Offering Memorandum), and give effect to assumptions made on a
reasonable basis and in good faith present fairly in all material respects the
historical and proposed transactions contemplated by the Pricing Disclosure
Package and the Offering Memorandum. The other financial information and data
included in the Offering Memorandum, historical and pro forma, are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements and
the books and records of the Company.


 


(z)                                   UHY LLP, who have certified certain
financial statements of the Company and Weinman GeoScience, Inc., whose
reports appear in the Pricing Disclosure Package and the Offering Memorandum
and who have delivered the initial letter referred to in Section 7(g) hereof,
are independent registered public accountants as required by the Securities Act
and the rules and regulations thereunder.


 


(aa)                            The Company and each of its subsidiaries
maintains internal accounting controls sufficient to provide reasonable
assurances regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles in the United States, including, but not limited
to, internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general
or specific authorization, (ii) transactions are recorded as necessary to
permit preparation of the Company’s financial statements in conformity with
accounting principles generally accepted in the United States and to maintain
accountability for its assets, (iii) access to the Company’s assets is
permitted only in accordance with 


 

















 


management’s general or specific authorization, and (iv) the
recorded accountability for the Company’s assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to
any differences.  As of the date of the
most recent balance sheet of the Company and its consolidated subsidiaries
reviewed or audited by UHY LLP and the audit committee of the board of
directors of the Company, there were no material weaknesses in the Company’s
internal controls.


 


(bb)                          (i) The Company and each of its
subsidiaries maintain disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) under the Exchange Act), (ii) such
disclosure controls and procedures are designed to ensure that the information
required to be disclosed by the Company and its subsidiaries in the reports they
file or submit under the Exchange Act is accumulated and communicated to
management of the Company and its subsidiaries, including their respective
principal executive officers and principal financial officers, as appropriate;
and (iii) such disclosure controls and procedures are effective in all
material respects to perform the functions for which they were established.


 


(cc)                            Since the date of the most recent balance
sheet of the Company and its consolidated subsidiaries reviewed or audited by
UHY LLP and the audit committee of the board of directors of the Company, (i) the
Company has not been advised of or become aware of (A) any significant
deficiencies in the design or operation of internal controls, that could
adversely affect the ability of the Company or any of its subsidiaries to
record, process, summarize and report financial data, or any material
weaknesses in internal controls, and (B) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the internal controls of the Company and each of its subsidiaries; and (ii) there
have been no significant changes in internal controls or in other factors that
could significantly affect internal controls, including any corrective actions
with regard to significant deficiencies and material weaknesses.


 


(dd)                          The section entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations —
Critical Accounting Policies” set forth in the Preliminary Offering Memorandum
contained in the Pricing Disclosure Package and the Offering Memorandum
accurately and fully describes (i) the accounting policies that the
Company believes are the most important in the portrayal of the Company’s
financial condition and results of operations and that require management’s
most difficult, subjective or complex judgments;  (ii) the
judgments and uncertainties affecting the application of critical accounting
policies; and (iii) the likelihood that materially different amounts would
be reported under different conditions or using different assumptions and an
explanation thereof.


 


(ee)                            Except as described in each of the
Pricing Disclosure Package and the Offering Memorandum, since the date of the
latest audited financial statements included in the Pricing Disclosure Package
and the Offering Memorandum, neither the Company, the Guarantors nor any of
their respective subsidiaries has (i) sustained any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor disturbance or dispute or court or
governmental action, order or decree, (ii) issued or granted any
securities, (iii) incurred any material liability or obligation, direct or
contingent, other than liabilities and obligations that were incurred in the
ordinary course of business, (iv) entered into any material transaction
not in the ordinary course of business, (v) declared or paid 


 

















 


any dividend on its capital stock, and (vi) since
such date, there has not been any change in the capital stock, partnership or
limited liability interests, as applicable, or long-term debt of the Company,
the Guarantors or any of their respective subsidiaries or any adverse change,
or any development involving a prospective adverse change, in or affecting the
condition (financial or otherwise), results of operations, stockholders’
equity, properties, management, business or prospects of the Company and its
subsidiaries, taken as a whole, in each case except as could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


(ff)                                Except as set forth in the Pricing
Disclosure Package, The Company, the Guarantors and each of their respective
subsidiaries has good and marketable title to all real properties and all other
properties and assets owned by them, in each case free from liens, charge,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by them, and the
Company, the Guarantors and their respective subsidiaries hold any leased real
or personal property under valid and enforceable leases with no terms or
provisions that would materially interfere with the use made or to be made
thereof by them.


 


(gg)                          The Company and its subsidiaries possess,
and are in compliance with the terms of, all certificates, authorizations,
franchises, licenses and permits (“Licenses”)
necessary or material to the conduct of the business now conducted or proposed
in the Pricing Disclosure Package to be conducted by them and have not received
any notice of proceedings relating to the revocation or modification of any
Licenses that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material Adverse
Effect.


 


(hh)                          The Company and its subsidiaries own,
possess or can acquire on reasonable terms sufficient trademarks, trade names,
patent rights, copyrights, domain names, licenses, approvals, trade secrets,
inventions, technology, know-how and other intellectual property and similar
rights, including registrations and applications for registration thereof
(collectively, “Intellectual Property Rights”)
necessary or material to the conduct of the business now conducted or proposed
in the Pricing Disclosure Package to be conducted by them, and the expected
expiration of any such Intellectual Property Rights would not, individually or
in the aggregate, have a Material Adverse Effect.  Except as disclosed in the Pricing Disclosure
Package (i) there are no rights of third parties to any of the
Intellectual Property Rights owned by the Company or its subsidiaries; (ii) there
is no material infringement, misappropriation breach, default or other
violation, or the occurrence of any event that with notice or the passage of time
would constitute any of the foregoing, by the Company, its subsidiaries or
third parties of any of the Intellectual Property Rights of the Company or its
subsidiaries; (iii) there is no pending or threatened action, suit,
proceeding or claim by others challenging the Company’s or any subsidiary’s
rights in or to, or the violation of any of the terms of, any of their
Intellectual Property Rights, and the Company is unaware of any facts which
would form a reasonable basis for any such claim; (iv) to the knowledge of
the Company there is no pending or threatened action, suit, proceeding or claim
by others challenging the validity, enforceability or scope of any such
Intellectual Property Rights, and the Company is unaware of any facts which
would form a reasonable basis for any such claim; (v) there is no pending
or threatened action, suit, proceeding or claim by others that the Company or
any subsidiary infringes, misappropriates or otherwise violates or conflicts
with any Intellectual Property Rights or other proprietary rights of others and
the Company is unaware of any other fact which would form a reasonable basis
for any such 


 

















 


claim; and (vi) none of the Intellectual Property
Rights used by the Company or its subsidiaries in their businesses has been
obtained or is being used by the Company or its subsidiaries in violation of
any contractual obligation binding on the Company, any of its subsidiaries in
violation of the rights of any persons, except in each case covered by clauses (i) —
(vi) such as would not, if determined adversely to the Company or any of
its subsidiaries, individually or in the aggregate, have a Material Adverse
Effect.


 


(ii)                                  Except as disclosed in the Pricing
Disclosure Package, there are no pending actions, suits or proceedings (including
any inquiries or investigations by any court or governmental agency or body,
domestic or foreign) against or affecting the Company, any of its subsidiaries
or any of their respective properties that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate have
a Material Adverse Effect, or would materially and adversely affect the ability
of the Company and the Guarantors to perform its obligations under this
Agreement, the Indenture or the Notes or the consummation of any of the
transactions contemplated hereby; and no such actions, suits or proceedings
(including any inquiries or investigations by any court or governmental agency
or body, domestic or foreign) are, to the Company’s and each Guarantors’
knowledge, threatened or contemplated.


 


(jj)                                  There are no contracts or other documents
that would be required to be described in a registration statement filed under
the Securities Act or filed as exhibits to a registration statement of the
Company pursuant to Item 601(10) of Regulation S-K that have not been
described in the Pricing Disclosure Package and the Offering Memorandum.  The statements made in the Pricing Disclosure
Package and the Offering Memorandum, insofar as they purport to constitute summaries
of the terms of the contracts and other documents that are so described,
constitute accurate summaries of the terms of such contracts and documents in
all material respects.  Neither the
Company, the Guarantors nor any of their respective subsidiaries has knowledge
that any other party to any such contract or other document has any intention
not to render full performance as contemplated by the terms thereof.


 


(kk)                            The statements made in the Pricing
Disclosure Package and the Offering Memorandum under the captions “Description
of the Notes”, insofar as they purport to constitute a summary of the terms of
the Notes, and “Certain United States Federal Income Tax Considerations”, “Description
of Certain Other Indebtedness,” “Business—Service Contracts” and “Certain
Relationships and Related Transactions”, insofar as they purport to constitute
summaries of the terms of statutes, rules or regulations, legal or
governmental proceedings or contracts and other documents, constitute accurate
summaries of the terms of such statutes, rules and regulations, legal and
governmental proceedings and contracts and other documents in all material
respects.


 


(ll)                                  The Company, the Guarantors and each of
their respective subsidiaries are insured by insurers with appropriately rated
claims paying abilities against such losses and risks and in such amounts as
are prudent and customary for the businesses in which they are engaged; all
policies of insurance insuring the Company, the Guarantors or any of their
respective subsidiaries or their respective businesses, assets, employees,
officers and directors are in full force and effect; the Company, the
Guarantors and each of their respective subsidiaries are in compliance with the
terms of such policies and instruments in all material respects; and there are
no material claims by the Company, the Guarantors or any of their respective
subsidiaries under 


 

















 


any such policy or instrument as to which any
insurance company is denying liability or defending under a reservation of rights
clause; neither the Company, the Guarantors nor any such subsidiary has been
refused any insurance coverage sought or applied for; neither the Company, the
Guarantors nor any such subsidiary has any reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business at a cost that would not have a Material Adverse
Effect.


 


(mm)                      No relationship, direct or indirect, that
would be required to be described in a registration statement of the Company
pursuant to Item 404 of Regulation S-K, exists between or among the Company or
any Guarantor and their respective subsidiaries, on the one hand, and the
directors, officers, stockholders, customers or suppliers of the Company or any
Guarantor and their respective subsidiaries, on the other hand, that has not
been described in the Pricing Disclosure Package and the Offering Memorandum.


 


(nn)                          No labor dispute with the employees of
the Company or any of its subsidiaries exists or, to the knowledge of the
Company or any Guarantor, is imminent that could have a Material Adverse
Effect.


 


(oo)                          Neither the Company nor any of its
subsidiaries (i) is in violation of its respective charter or by-laws (or
similar organizational documents), (ii) in default (or with the giving of
notice or lapse of time would be in default) under any existing obligation,
agreement, covenant or condition contained in any indenture, loan agreement,
mortgage, lease or other agreement or instrument to which any of them is a
party or by which any of them is bound or to which any of the properties or
assets of any of them is subject, or (iii) is in violation of any statute
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over it or its property or assets or has failed to
obtain any license, permit, certificate, franchise or other governmental
authorization or permit necessary to the ownership of its property or to the
conduct of its business, except in the case of clauses (ii) and (iii), to
the extent any such conflict, breach, violation or default could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


(pp)                          Except as disclosed in the Pricing
Disclosure Package, (a)(i) neither the Company nor any of its subsidiaries
is in violation of, or has any liability under, any federal, state, local or
non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of
law (including common law), or decision or order of any domestic or foreign
governmental agency, governmental body or court, relating to pollution, to the
use, handling, transportation, treatment, storage, discharge, disposal or
release of Hazardous Substances, to the protection or restoration of the
environment or natural resources (including biota), to health and safety
including as such relates to exposure to Hazardous Substances, and to natural
resource damages (collectively, “Environmental Laws”),
(ii) neither the Company nor any of its subsidiaries owns, occupies,
operates or uses any real property contaminated with Hazardous Substances, (iii) neither
the Company nor any of its subsidiaries is conducting or funding any
investigation, remediation, remedial action or monitoring of actual or
suspected Hazardous Substances in the environment, (iv) neither the
Company nor any of its subsidiaries is liable or allegedly liable for any
release or threatened release of Hazardous Substances, including at any
off-site treatment, storage or disposal site, (v) neither the Company nor
any of its subsidiaries is subject to any


 
















 


claim by any governmental agency or governmental body
or person relating to Environmental Laws or Hazardous Substances, and (vi) the
Company and its subsidiaries have received and are in compliance with all, and
have no liability under any, permits, licenses, authorizations, identification
numbers or other approvals required under applicable Environmental Laws to
conduct their respective businesses, except in each case covered by clauses (i) —
(vi) such as would not individually or in the aggregate have a Material
Adverse Effect; (b) to the knowledge of the Company there are no facts or
circumstances that would reasonably be expected to result in a violation of,
liability under, or claim pursuant to any Environmental Law that would have a
Material Adverse Effect; (c) to the knowledge of the Company there are no
requirements proposed for adoption or implementation under any Environmental
Law that would reasonably be expected to have a Material Adverse Effect; and (d) in
the ordinary course of its business, the Company periodically evaluates the
effect, including associated costs and liabilities, of Environmental Laws on
the business, properties, results of operations and financial condition of it
and its subsidiaries, and, on the basis of such evaluation, the Company has
reasonably concluded that such Environmental Laws will not, singly or in the
aggregate, have a Material Adverse Effect. 
For purposes of this subsection “Hazardous Substances”
means (A) petroleum and petroleum products, by-products or breakdown
products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and mold, and (B) any other chemical, material or substance
defined or regulated as toxic or hazardous or as a pollutant, contaminant or
waste under Environmental Laws.


 


(qq)                          The Company, the Guarantors and each of
their respective subsidiaries have filed all material federal, state, local and
non-U.S. tax returns that are required to be filed or have requested extensions
thereof; and the Company, the Guarantors and their respective subsidiaries have
paid all taxes (including any assessments, fines or penalties) required to be
paid by them, except for any such taxes, assessments, fines or penalties
currently being contested in good faith and for which full and adequate
reserves have been provided in accordance with U.S. generally accepted
accounting principals.


 


(rr)                                The Company is in compliance in all
material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder (“ERISA”); no “reportable
event” (as defined in ERISA) has occurred with respect to any “pension plan”
(as defined in ERISA) for which the Company or any subsidiary would have any liability;
neither the Company nor any subsidiary has incurred or expects to incur
liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the “Code”); and
each “pension plan” for which the Company or any subsidiary would have any
liability that is intended to be qualified under Section 401(a) of
the Code is so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would cause the loss of such
qualification.


 


(ss)                            The Company, the Guarantors and their
respective subsidiaries are in compliance in all respects with all applicable
provisions of the Occupational Safety and Health Act of 1970, as amended,
including all applicable regulations thereunder, except for such noncompliance
as would not, individually or in the aggregate, have a Material Adverse Effect.


 

















 


(tt)                                No subsidiary of the Company is currently
prohibited, directly or indirectly, under any agreement or other instrument to
which it is a party or is subject, from paying any dividends to the Company,
from making any other distribution on shares of such subsidiary’s capital
stock, from repaying to the Company any loans or advances to such subsidiary
from the Company or from transferring any of such subsidiary’s properties or
assets to the Company or any other subsidiary of the Company.


 


(uu)                          Any third-party statistical and
market-related data included in the Pricing Disclosure Package and the Offering
Memorandum and the consolidated financial statements of the Company and its
subsidiaries included in the Pricing Disclosure Package and the Offering
Memorandum are based on or derived from sources that the Company believes to be
reliable and accurate.


 


(vv)                          Neither the Company, the Guarantors nor
any of their respective subsidiaries is, and after giving effect to the offer
and sale of the Notes and the application of the proceeds therefrom as
described under “Use of Proceeds” in each of the Pricing Disclosure Package and
the Offering Memorandum will be, an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of
1940, as amended, and the rules and regulations of the Commission
thereunder.


 


(ww)                      Immediately after the consummation of the
Transactions, the Company will be Solvent. 
As used in this paragraph, the term “Solvent”
means, with respect to a particular date, that on such date (i) the
present fair market value (or present fair saleable value) of the assets of the
Company are not less than the total amount required to pay the probable
liabilities of the Issuers on their total existing debts and liabilities
(including contingent liabilities) as they become absolute and matured, (ii) the
Company is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and commitments as they mature and become
due in the normal course of business, (iii) assuming the sale of the Notes
as contemplated by this Agreement, the Pricing Disclosure Package and the
Offering Memorandum, the Company is not incurring debts or liabilities beyond
its ability to pay as such debts and liabilities mature, (iv) the Company
is not engaged in any business or transaction, and is not about to engage in
any business or transaction, for which its property would constitute
unreasonably small capital after giving due consideration to the prevailing practice
in the industry in which the Company is engaged, and (v) the Company is
not a defendant in any civil action that would result in a judgment that the
Company is or would become unable to satisfy. In computing the amount of such
contingent liabilities at any time, it is intended that such liabilities will
be computed at the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.


 


(xx)                              The statements set forth in each of the
Pricing Disclosure Package and the Offering Memorandum under the caption “Description
of the Notes,” insofar as they purport to constitute a summary of the terms of
the Notes and the Guarantees and under the captions “Certain United States
Federal Tax Considerations,” “Certain Relationships and Related Transactions,” “Description
of Indebtedness” and “Plan of Distribution”, insofar as they purport to
summarize the provisions of the laws and documents referred to therein (and, in
the case of “Certain United States Federal Tax Considerations,” to make legal
conclusions), are accurate summaries in all material respects.


 

















 


(yy)                          Except as described in the Pricing
Disclosure Package, there are no contracts, agreements or understandings
between the Company, any Guarantor and any person granting such person the
right to require the Company or any Guarantor to file a registration statement
under the Securities Act with respect to any securities of the Company or any Guarantor
(other than the Registration Rights Agreement) owned or to be owned by such
person or to require the Company or any Guarantor to include such securities in
the securities registered pursuant to the Registration Rights Agreement or in
any securities being registered pursuant to any other registration statement
filed by the Company or any Guarantor under the Securities Act.


 


(zz)                              Except as disclosed in the Pricing
Disclosure Package, there are no contracts, agreements or understandings
between the Company and any person that would give rise to a valid claim
against the Company or any of the Initial Purchasers for a brokerage
commission, finder’s fee or other like payment in connection with this
offering.


 


(aaa)                      None of the transactions contemplated by
this Agreement (including, without limitation, the use of the proceeds from the
sale of the Notes), will violate or result in a violation of Section 7 of
the Exchange Act, or any regulation promulgated thereunder, including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal
Reserve System.


 


(bbb)                   The Company and its affiliates have not taken,
directly or indirectly, any action designed to or that has constituted or that
could reasonably be expected to cause or result in the stabilization or
manipulation of the price of any security of the Company or the Guarantors in
connection with the offering of the Notes.


 


(ccc)                      The Company has not
taken any action or omitted to take any action (such as issuing any press
release relating to any Notes without an appropriate legend) which may result
in the loss by any of the Initial Purchasers of the ability to rely on any stabilization safe harbor provided by the Financial Services Authority under the
Financial Services and Markets Act 2000 (the “FSMA”).


 


(ddd)                   Neither the Company nor any of its subsidiaries is in
violation of or has received notice of any violation with respect to any
federal or state law relating to discrimination in the hiring, promotion or pay
of employees, nor any applicable federal or state wage and hour laws, nor any
state law precluding the denial of credit due to the neighborhood in which a
property is situated, the violation of any of which could reasonably be
expected to have a Material Adverse Affect.


 


(eee)                      Neither the Company nor any of its
subsidiaries nor, to the best knowledge of the Company and the Guarantors, any
director, officer, agent, employee or other person associated with or acting on
behalf of the Company, the Guarantors or any of their respective subsidiaries
has (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made
any direct or indirect unlawful payment to any foreign or domestic government
official or employee from corporate funds; (iii) violated or is in
violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made
any bribe, rebate, payoff, influence payment, kickback or other unlawful
payment.


 

















 


(fff)                            The operations of the Company and its
subsidiaries are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements and the money
laundering statutes and the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened.


 


(ggg)                   None of the Company, any of its subsidiaries or, to
the knowledge of the Company, any director, officer, agent, employee or
affiliate of the Company or any of its subsidiaries is currently subject to any
U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); and
the Company will not directly or indirectly use the proceeds of the offering,
or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.


 


(hhh)                   Any certificate signed by any officer of the Company
or the Guarantor and delivered to the Representatives or counsel for the
Initial Purchasers in connection with the offering of the Notes shall be deemed
a representation and warranty by the Company or such Guarantor, jointly and
severally, as to matters covered thereby, to each Initial Purchaser.


 


3.                                       Purchase of the Notes by the
Initial Purchasers, Agreements to Sell, Purchase and Resell.  (a) The
Company and the Guarantors, jointly
and severally hereby agree, on the basis of the representations,
warranties, covenants and agreements of the Initial Purchasers contained herein
and subject to all the terms and conditions set forth herein, to issue and sell
to the Initial Purchasers and, upon the basis of the representations,
warranties and agreements of the Company and
the Guarantors herein contained and subject to all the terms and
conditions set forth herein, each Initial Purchaser agrees, severally and not
jointly, to purchase from the Company, at a purchase price of 94.759% of the
principal amount thereof, the principal amount of Notes set forth opposite the
name of such Initial Purchaser in Schedule I hereto.  The Company and the Guarantors  shall not be
obligated to deliver any of the securities to be delivered hereunder except
upon payment for all of the securities to be purchased as provided herein.


 


(b)                                 Each of the Initial Purchasers, severally
and not jointly, hereby represents and warrants to the Company that it will
offer the Notes for sale upon the terms and conditions set forth in this
Agreement and in the Pricing Disclosure Package.  Each of the Initial Purchasers, severally and
not jointly, hereby represents and warrants to, and agrees with, the Company,
on the basis of the representations, warranties and agreements of the Company
and the Guarantors, that such Initial Purchaser: (i) is a QIB with such
knowledge and experience in financial and business matters as are necessary in
order to evaluate the merits and risks of an investment in the Notes; (ii) is
purchasing the Notes pursuant to a private sale exempt from registration under
the Securities Act; (iii) in connection with the Exempt Resales, will
solicit offers to buy the Notes only from, and will offer to sell the Notes
only to, the Eligible Purchasers in accordance with this Agreement and on the
terms contemplated by the Pricing Disclosure Package; and (iv) will not
offer or sell the Notes, nor has it offered or sold the Notes by, or otherwise
engaged in, any form 


 

















 


of general solicitation or general advertising (within
the meaning of Regulation D, including, but not limited to, advertisements,
articles, notices or other communications published in any newspaper, magazine,
or similar medium or broadcast over television or radio, or any seminar or
meeting whose attendees have been invited by any general solicitation or
general advertising) and will not engage in any directed selling efforts within
the meaning of Rule 902 under the Securities Act, in connection with the
offering of the Notes.  The Initial
Purchasers have advised the Company that they will offer the Notes to Eligible
Purchasers at a price initially equal to 97.009% of the principal amount thereof,
plus accrued interest, if any, from April 27, 2010.  Such price may be changed by the Initial
Purchasers at any time without notice.


 


(c)                                  The Initial Purchasers have not nor,
prior to the later to occur of (A) the Closing Date and (B) completion
of the distribution of the Notes, will not, use, authorize use of, refer to or
distribute any material in connection with the offering and sale of the Notes
other than (i) the Preliminary Offering Memorandum, the Pricing Disclosure
Package, the Offering Memorandum, (ii) any written communication that contains
no “issuer information” (as defined in Rule 433(h)(2) under the Act)
that was not included (including through incorporation by reference) in the
Preliminary Offering Memorandum or any Free Writing Offering Document listed on
Schedule IV hereto, (iii) the Free Writing Offering Documents listed on
Schedule IV hereto, (iv) any written communication prepared by such
Initial Purchaser and approved by the Company in writing, or (v) any
written communication relating to or that contains the preliminary or final
terms of the Notes or their offering and/or other information that was included
(including through incorporation by reference) in the Preliminary Offering
Memorandum, the Pricing Disclosure Package or the Offering Memorandum.


 


(d)                                 Each of the Initial Purchasers hereby
acknowledges that upon original issuance thereof, and until such time as the
same is no longer required under the applicable requirements of the Securities
Act, the Notes (and all securities issued in exchange therefore or in substitution
thereof) shall bear legends substantially in the forms as set forth in the “Notice
to Investors” section of the Pricing Disclosure Package and Offering Memorandum
(along with such other legends as the Company and its counsel deem necessary).


 


Each of the Initial
Purchasers understands that the Company and, for purposes of the opinions to be
delivered to the Initial Purchasers pursuant to Sections 7(c) through 7(f) hereof,
counsel to the Company and counsel to the Initial Purchasers, will rely upon
the accuracy and truth of the foregoing representations, warranties and
agreements, and the Initial Purchasers hereby consent to such reliance.


 


4.                                       Delivery of the Notes and Payment
Therefor.  Delivery to the Initial Purchasers of and
payment for the Notes shall be made at the office of Latham & Watkins
LLP, at 10:00 a.m., New York City time, on April 27, 2010 (the “Closing Date”).  The place of closing for the Notes and the
Closing Date may be varied by agreement between the Initial Purchasers and the
Company.


 


The Notes will be
delivered to the Initial Purchasers, or the Trustee as custodian for The
Depository Trust Company (“DTC”),
against payment by or on behalf of the Initial Purchasers of the purchase price
therefor by wire transfer in immediately available funds, by causing DTC to
credit the Notes to the account of the Initial Purchasers at DTC.  The Notes will 


 

















 


be evidenced by
one or more global securities in definitive form (the “Global
Notes”) and will be registered in the name of Cede &
Co. as nominee of DTC.  The Notes to be
delivered to the Initial Purchasers shall be made available to the Initial
Purchasers in New York City for inspection and packaging not later than 10:00 a.m.,
New York City time, on the business day next preceding the Closing Date.


 


5.                                       Agreements of the Company and the
Guarantors.  The Company and the Guarantors, jointly and severally, agree with each of
the Initial Purchasers as follows:


 


(a)                                  The Company and the Guarantors will furnish to the Initial Purchasers,
without charge, within one business day of the date of the Offering Memorandum,
such number of copies of the Offering Memorandum as may then be amended or
supplemented as they may reasonably request.


 


(b)                                 The Company and the Guarantors will prepare the Offering Memorandum in a
form approved by the Initial Purchasers and will not make any amendment or
supplement to the Pricing Disclosure Package or to the Offering Memorandum of
which the Initial Purchasers shall not previously have been advised or to which
they shall reasonably object after being so advised.


 


(c)                                  The Company and each of the Guarantors
consents to the use of the Pricing Disclosure Package and the Offering
Memorandum by the Initial Purchasers in accordance with the securities or Blue
Sky laws of the jurisdictions in which the Notes are offered by the Initial
Purchasers and by all dealers to whom Notes may be sold, in connection with the
offering and sale of the Notes.


 


(d)                                 If, at any time prior to completion of
the distribution of the Notes by the Initial Purchasers to Eligible Purchasers,
any event occurs or information becomes known that, in the judgment of the
Company or any of the Guarantors or in the opinion of counsel for the Initial
Purchasers, should be set forth in the Pricing Disclosure Package or the Offering
Memorandum so that the Pricing Disclosure Package or the Offering Memorandum,
as then amended or supplemented, does not include any untrue statement of
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to supplement or amend the Pricing
Disclosure Package or the Offering Memorandum in order to comply with any law,
the Company and the Guarantors
will forthwith prepare an appropriate supplement or amendment thereto, and will
expeditiously furnish to the Initial Purchasers and dealers a reasonable number
of copies thereof.


 


(e)                                  None of the Company nor any Guarantor
will make any offer to sell or solicitation of an offer to buy the Notes that
would constitute a Free Writing Offering Document without the prior consent of
the Representatives, which consent shall not be unreasonably withheld or
delayed.  If at any time following
issuance of a Free Writing Offering Document any event occurred or occurs as a
result of which such Free Writing Offering Document conflicts with the
information in the Preliminary Offering Memorandum, the Pricing Disclosure
Package or the Offering Memorandum or, when taken together with the information
in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the
Offering Memorandum, includes 


 

















 


an untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein, in the
light of the circumstances then prevailing, not misleading, as promptly as
practicable after becoming aware thereof, the Company will give notice thereof
to the Initial Purchasers through the Representatives and, if requested by the
Representatives, will prepare and furnish without charge to each Initial
Purchaser a Free Writing Offering Document or other document which will correct
such conflict, statement or omission.


 


(f)                                    Promptly from time to time to take such
action as the Initial Purchasers may reasonably request to qualify the Notes
for offering and sale under the securities or Blue Sky laws of such
jurisdictions as the Initial Purchasers may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Notes; provided that in connection therewith
the Company shall not be required to (i) qualify as a foreign corporation
in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file
a general consent to service of process in any such jurisdiction, or (iii) subject
itself to taxation in any jurisdiction in which it would not otherwise be
subject.


 


(g)                                 For a period commencing on the date
hereof and ending on the 180th day after the date of the Offering Memorandum,
the Company and the Guarantors agree not to, directly or indirectly, (i) offer
for sale, sell, or otherwise dispose of (or enter into any transaction or
device that is designed to, or would be expected to, result in the disposition
by any person at any time in the future of) any debt securities of the Company
substantially similar to the Notes or securities convertible into or
exchangeable for such debt securities of the Company, or sell or grant options,
rights or warrants with respect to such debt securities of the Company or
securities convertible into or exchangeable for such debt securities of the
Company, (ii) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of such debt securities of the Company, whether any such
transaction described in clause (i) or (ii) above is to be settled by
delivery of debt securities of the Company or other securities, in cash or
otherwise, (iii) file or cause to be filed a registration statement,
including any amendments, with respect to the registration of debt securities
of the Company substantially similar to the Notes or securities convertible,
exercisable or exchangeable into debt securities of the Company, or (iv) publicly
announce an offering of any debt securities of the Company substantially
similar to the Notes or securities convertible or exchangeable into such debt
securities, in each case without the prior written consent of Barclays Capital
Inc., on behalf of the Initial Purchasers, except in exchange for the Exchange
Notes and the Exchange Guarantees in connection with the Exchange Offer.


 


(h)                                 So long as any of the Notes are
outstanding, the Company and the
Guarantors will, furnish at their expense to the Initial Purchasers,
and, upon request, to the holders of the Notes and prospective purchasers of
the Notes the information required by Rule 144A(d)(4) under the
Securities Act (if any).


 


(i)                                     The Company and the Guarantors will apply
the net proceeds from the sale of the Notes to be sold by it hereunder
substantially in accordance with the description set forth in the Pricing
Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds.”


 

















 


(j)                                     The Company, the Guarantors and their
respective affiliates will not take, directly or indirectly, any action
designed to or that has constituted or that reasonably could be expected to
cause or result in the stabilization or manipulation of the price of any
security of the Company or the Guarantors in connection with the offering of
the Notes.


 


(k)                                  The Company and the Guarantors will not,
and will not permit any of their respective affiliates (as defined in Rule 144
under the Securities Act) to, resell any of the Notes that have been acquired
by any of them, except for Notes purchased by the Company, the Guarantors or
any of their respective affiliates and resold in a transaction registered under
the Securities Act.


 


(l)                                     The Company and the Guarantors agree not to sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
the Securities Act) that would be integrated with the sale of the Notes in a
manner that would require the registration under the Securities Act of the sale
to the Initial Purchasers or the Eligible Purchasers of the Notes.


 


(m)                               The Company and the Guarantors agree to comply with all the terms and
conditions of the Registration Rights Agreement and all agreements set forth in
the representation letters of the Company and the Guarantors to DTC relating to the approval of the Notes
by DTC for “book entry” transfer.


 


(n)                                 The Company and the Guarantors will do and perform all things required or
necessary to be done and performed under this Agreement by them prior to the
Closing Date, and to satisfy all conditions precedent to the Initial Purchasers’
obligations hereunder to purchase the Notes.


 


6.                                       Expenses. 
Whether or not the transactions contemplated by this Agreement are
consummated or this Agreement is terminated, the Company and the Guarantors,
jointly and severally, agree, to pay all expenses, costs, fees and taxes
incident to and in connection with: (a) the preparation, printing, filing
and distribution of the Preliminary Offering Memorandum, the Pricing Disclosure
Package and the Offering Memorandum (including, without limitation, financial
statements and exhibits) and all amendments and supplements thereto (including
the fees, disbursements and expenses of the Company’s and the Guarantors’
accountants and counsel, but not, however, legal fees and expenses of the
Initial Purchasers’ counsel incurred in connection therewith); (b) the
preparation, printing (including, without limitation, word processing and
duplication costs) and delivery of this Agreement, the Indenture, the
Registration Rights Agreement, all Blue Sky memoranda and all other agreements,
memoranda, correspondence and other documents printed and delivered in
connection therewith and with the Exempt Resales (but not, however, legal fees
and expenses of the Initial Purchasers’ counsel incurred in connection with any
of the foregoing other than fees of such counsel plus reasonable disbursements
incurred in connection with the preparation, printing and delivery of such Blue
Sky memoranda); (c) the issuance and delivery by the Company of the Notes
and by the Guarantors of the Guarantees and any taxes payable in connection
therewith (and, if any Initial Purchaser pays any such taxes, to indemnify the
Initial Purchaser therefor); (d) the qualification of the Notes and
Exchange Notes for offer and sale under the securities or Blue Sky laws of the
several states and any foreign jurisdictions as the Initial Purchasers may
designate (including, 


 

















 


without limitation, the reasonable fees and
disbursements of the Initial Purchasers’ counsel relating to such registration
or qualification); (e) the furnishing of such copies of the Preliminary
Offering Memorandum, the Pricing Disclosure Package and the Offering
Memorandum, and all amendments and supplements thereto, as may be reasonably
requested for use in connection with the Exempt Resales; (f) the
preparation of certificates for the Notes (including, without limitation,
printing and engraving thereof); (g) the approval of the Notes by DTC for “book-entry”
transfer (including fees and expenses of counsel for the Initial Purchasers); (h) the
rating of the Notes and the Exchange Notes; (i) the obligations of the
Trustee, any agent of the Trustee and the counsel for the Trustee in connection
with the Indenture, the Notes, the Guarantees, the Exchange Notes and the
Exchange Guarantees; (j) the performance by the Company and the Guarantors of their other
obligations under this Agreement; and (k) all travel expenses (including
expenses related to chartered aircraft) of each Initial Purchaser and the
Company’s officers and employees and any other expenses of each Initial
Purchaser and the Company in connection with attending or hosting meetings with
prospective purchasers of the Notes, and expenses associated with any
electronic road show.


 


7.                                       Conditions to Initial Purchasers’
Obligations.  The respective obligations of the Initial
Purchasers hereunder are subject to the accuracy, when made and on and as of
the Closing Date, of the representations and warranties of the Company and the
Guarantors contained herein, to the performance by the Company and the
Guarantors of their respective obligations hereunder, and to each of the
following additional terms and conditions:


 


(a)                                  The Initial Purchasers shall not have
discovered and disclosed to the Company on or prior to the Closing Date that
the Pricing Disclosure Package or the Offering Memorandum, or any amendment or
supplement thereto, contains an untrue statement of a fact which, in the opinion
of Latham & Watkins LLP, counsel to the Initial Purchasers, is
material or omits to state a fact which, in the opinion of such counsel, is
material and is necessary in order to make the statements therein, in the light
of the circumstances then prevailing, not misleading.


 


(b)                                 All corporate proceedings and other legal
matters incident to the authorization, form and validity of this Agreement, the
Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the
Registration Rights Agreement, the Indenture, the Initial Public Offering, the
Pricing Disclosure Package and the Offering Memorandum, and all other legal
matters relating to this Agreement and the transactions contemplated hereby and
shall be reasonably satisfactory in all material respects to counsel for the
Initial Purchasers, and the Company and the Guarantors shall have furnished to
such counsel all documents and information that they may reasonably request to
enable them to pass upon such matters.


 


(c)                                  Haynes and Boone, LLP shall have furnished
to the Initial Purchasers its written opinion, as counsel to the Company and
the Guarantors, addressed to the Initial Purchasers and dated the Closing Date,
in form and substance reasonably satisfactory to the Initial Purchasers,
substantially in the form of Exhibit A hereto.


 


(d)                                 Alvin L. Thomas II shall have furnished
to the Initial Purchasers his written opinion, as Senior Vice President,
Secretary and General Counsel to the Company, addressed to the Initial
Purchasers and dated the Closing Date, in form and substance reasonably
satisfactory to the Initial Purchasers, substantially in the form of Exhibit B
hereto.


 

















 


(e)                                  Appleby shall have furnished to the
Initial Purchasers its written opinion, as Cayman counsel to the Company and
the Guarantors, addressed to the Initial Purchasers and dated the Closing Date,
in form and substance reasonably satisfactory to the Initial Purchasers,
substantially in the form of Exhibit C hereto.


 


(f)                                    The Initial Purchasers shall have
received from Latham & Watkins LLP, counsel for the Initial
Purchasers, such opinion or opinions, dated the Closing Date, with respect to
the issuance and sale of the Notes, the Pricing Disclosure Package, the
Offering Memorandum and other related matters as the Initial Purchasers may reasonably
require, and the Company shall have furnished to such counsel such documents
and information as such counsel reasonably requests for the purpose of enabling
them to pass upon such matters.


 


(g)                                 At the time of execution of this
Agreement, the Initial Purchasers shall have received from UHY, LLP a letter,
in form and substance satisfactory to the Initial Purchasers, with respect to
the Company and Weinman Geoscience, Inc., addressed to the Initial
Purchasers and dated the date hereof (i) confirming that they are
independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating,
as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Pricing Disclosure Package, as of a date not more
than three days prior to the date hereof), the conclusions and findings of such
firm with respect to the financial information and (iii) covering such
other matters as are ordinarily covered by accountants’ “comfort letters” to
underwriters in connection with registered public offerings.


 


(h)                                 With respect to the letter of UHY, LLP
referred to in the preceding paragraph and delivered to the Initial Purchasers
concurrently with the execution of this Agreement (the “initial
letter”), the Company shall have furnished to the Initial
Purchasers a “bring-down letter” of such accountants, with respect to the
Company and Weinman Geoscience, Inc., addressed to the Initial Purchasers
and dated the Closing Date (i) confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under Rule 2-01
of Regulation S-X of the Commission, (ii) stating, as of the Closing Date
(or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in each
of the Pricing Disclosure Package or the Offering Memorandum, as of a date not
more than three days prior to the date of the Closing Date), the conclusions
and findings of such firm with respect to the financial information and other
matters covered by the initial letter, and (iii) confirming in all
material respects the conclusions and findings set forth in the initial letter.


 


(i)                                     Except as described in the Pricing Disclosure
Package and the Offering Memorandum, (i) neither the Company, any
Guarantor nor any of their respective subsidiaries shall have sustained, since
the date of the latest audited financial statements included in the Pricing
Disclosure Package and the Offering Memorandum, any loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, or (ii) since such date, there shall not have
been any change in the capital stock or long-term debt of the Company, any 


 

















 


Guarantor or any of their respective subsidiaries or
any change, or any development involving a prospective change, in or affecting
the condition (financial or otherwise), results of operations, stockholders’
equity, properties, management, business or prospects of the Company, the
Guarantors and their respective subsidiaries, taken as a whole, the effect of
which, in any such case described in clause (i) or (ii), is, individually
or in the aggregate, in the judgment of the Representatives, so material and
adverse as to make it impracticable or inadvisable to proceed with the offering
or the delivery of the Notes being delivered on the Closing Date on the terms and
in the manner contemplated in the Pricing Disclosure Package and the Offering
Memorandum.


 


(j)                                     The Company and each Guarantor shall have
furnished or caused to be furnished to the Initial Purchasers dated as of the
Closing Date a certificate of the Chief Executive Officer and Chief Financial
Officer of the Company and each Guarantor, or other officers satisfactory to
the Initial Purchasers, as to such matters as the Representatives may
reasonably request, including, without limitation, a statement that:


 


(i)                                     The representations, warranties and
agreements of the Company and the Guarantors in Section 2 are true and
correct on and as of the Closing Date, and the Company has complied with all
its agreements contained herein and satisfied all the conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date; and


 


(ii)                                  They have examined the Pricing Disclosure
Package and the Offering Memorandum, and, in their opinion, (A) the
Pricing Disclosure Package, as of the Applicable Time, and the Offering
Memorandum, as of its date and as of the Closing Date, did not and do not
contain any untrue statement of a material fact and did not and do not omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading and (B) since
the date of the Pricing Disclosure Package and the Offering Memorandum, no
event has occurred which should have been set forth in a supplement or
amendment to the Pricing Disclosure Package and the Offering Memorandum.


 


(k)                                  Subsequent to the earlier of the
Applicable Time and the execution and delivery of this Agreement (i) no
downgrading shall have occurred in the rating accorded the Company’s debt
securities by any “nationally recognized statistical rating organization,” as
that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Securities Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of any of the Company’s debt securities.


 


(l)                                     The Notes shall be eligible for clearance
and settlement through DTC.


 


(m)                               The Company and the Guarantors shall have
executed and delivered the Registration Rights Agreement, and the Initial
Purchasers shall have received an original copy thereof, duly executed by the
Company and the Guarantors.


 

















 


(n)                                 The Company, the Guarantors and the
Trustee shall have executed and delivered the Indenture, and the Initial
Purchasers shall have received an original copy thereof, duly executed by the
Company, the Guarantors and the Trustee.


 


(o)                                 Subsequent to the execution and delivery
of this Agreement there shall not have occurred any of the following:  (i) trading in securities generally on
the New York Stock Exchange, the NASDAQ or the American Stock Exchange or in
the over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or
materially limited or the settlement of such trading generally shall have been
materially disrupted or minimum prices shall have been established on any such
exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) a
general moratorium on commercial banking activities shall have been declared by
federal or state authorities or a material disruption has occurred in the
securities settlement or clearance services in the United States, (iii) the
United States shall have become engaged in hostilities, there shall have been
an escalation in hostilities involving the United States or there shall have
been a declaration of a national emergency or war by the United States, or (iv) there
shall have occurred such a material adverse change in general economic,
political or financial conditions, including, without limitation, as a result
of terrorist activities after the date hereof (or the effect of international
conditions on the financial markets in the United States shall be such), as to
make it, in the judgment of the Representatives, impracticable or inadvisable
to proceed with the offering or delivery of the Notes being delivered on the
Closing Date on the terms and in the manner contemplated in the Offering Memorandum
or that, in the judgment of the Representatives, could materially and adversely
affect the financial markets or the markets for the Notes and other debt
securities.


 


(p)                                 If the Company, the underwriters of the
Initial Public Offering, and those certain stockholders of the Company who are
selling Stock in connection the Initial Public Offering have agreed upon the
final pricing terms with respect thereto, then concurrently with or prior to
the issue and sale of the Notes by the Company, the Initial Public Offering as
set forth in the Pricing Disclosure Package and the Offering Memorandum shall
have been completed (other than the sale of any additional shares of Stock to
the underwriters in the Initial Public Offering pursuant to their over-allotment
option) and the Company shall have received at least $76.4 million in net
proceeds from the Initial Public Offering.


 


(q)                                 At the time of execution of this
Agreement and on or prior to the Closing Date, the Company shall have furnished
to the Initial Purchasers a certificate of the Chief Financial Officer of the
Company in substantially the form of Exhibit D hereto.


 


(r)                                    On or prior to the Closing Date, the
Company and the Guarantors shall have furnished to the Initial Purchasers such
further certificates and documents as the Initial Purchasers may reasonably
request.


 


All opinions, letters,
evidence and certificates mentioned above or elsewhere in this Agreement shall
be deemed to be in compliance with the provisions hereof only if they are in
form and substance reasonably satisfactory to counsel for the Initial
Purchasers.


 

















 


8.                                       Indemnification and Contribution.


 


(a)                                  The Company and each Guarantor, hereby
agree, jointly and severally, to indemnify and hold harmless each Initial
Purchaser, its affiliates, directors, officers and employees and each person,
if any, who controls any Initial Purchaser within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against
any loss, claim, damage or liability, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to purchases and sales of Notes), to which that
Initial Purchaser, affiliate, director, officer, employee or controlling person
may become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained (A) in
any Free Writing Offering Document taken together with the Pricing Disclosure
Package, the Preliminary Offering Memorandum, the Pricing Disclosure Package or
the Offering Memorandum or in any amendment or supplement thereto, (B) in
any Blue Sky application or other document prepared or executed by the Company
or any Guarantor (or based upon any written information furnished by the
Company or any Guarantor) specifically for the purpose of qualifying any or all
of the Notes under the securities laws of any state or other jurisdiction (any
such application, document or information being hereinafter called a “Blue Sky Application”), or (C) in any materials or information
provided to investors by, or with the approval of, the Company or any Guarantor
in connection with the marketing of the offering of the Notes (“Marketing Materials”),
including any road show or investor presentations made to investors by the
Company (whether in person or electronically), or (ii) the omission
or alleged omission to state in any Free Writing Offering Document taken
together with the Pricing Disclosure Package, the Preliminary Offering
Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in
any amendment or supplement thereto, or in any Blue Sky Application or in any
Marketing Materials, any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and shall reimburse each Initial Purchaser and each such
affiliate, director, officer, employee or controlling person promptly upon
demand for any legal or other expenses reasonably incurred by that Initial
Purchaser, affiliate, director, officer, employee or controlling person in
connection with investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that
the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Offering Memorandum, the Pricing
Disclosure Package or Offering Memorandum, or in any such amendment or
supplement thereto, or in any Blue Sky Application or in any Marketing
Materials, in reliance upon and in conformity with written information
concerning such Initial Purchaser furnished to the Company through the
Representatives by or on behalf of any Initial Purchaser specifically for inclusion
therein, which information consists solely of the information specified in Section 8(e).  The foregoing indemnity agreement is in
addition to any liability that the Company or the Guarantors may otherwise have
to any Initial Purchaser or to any affiliate, director, officer, employee or
controlling person of that Initial Purchaser.


 


(b)                                 Each Initial Purchaser, severally and not
jointly, hereby agrees to indemnify and hold harmless the Company, each
Guarantor, their respective officers and employees, each of their respective
directors, and each person, if any, who controls the Company 


 

















 


or any Guarantor within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against
any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Company, any Guarantor or any such director,
officer, employee or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained (A) in any Free
Writing Offering Document, Preliminary Offering Memorandum, the Pricing
Disclosure Package or the Offering Memorandum or in any amendment or supplement
thereto, (B) in any Blue Sky Application, or (C) in any Marketing
Materials, or (ii) the omission or alleged omission to state in any Free
Writing Offering Document, Preliminary Offering Memorandum, the Pricing
Disclosure Package or the Offering Memorandum, or in any amendment or
supplement thereto, or in any Blue Sky Application or in any Marketing
Materials any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
but in each case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Initial Purchaser furnished
to the Company through the Representatives by or on behalf of that Initial
Purchaser specifically for inclusion therein, which information is limited to
the information set forth in Section 8(e). 
The foregoing indemnity agreement is in addition to any liability that
any Initial Purchaser may otherwise have to the Company, any Guarantor or any
such director, officer, employee or controlling person.


 


(c)                                  Promptly after receipt by an indemnified
party under this Section 8 of notice of any claim or the commencement of
any action, the indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the claim or the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have under this Section 8 except to the extent it
has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure and; provided, further, that
the failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under this Section 8.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. 
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 8 for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however,
that the Initial Purchasers shall have the right to employ counsel to represent
jointly the Initial Purchasers and their respective affiliates, directors,
officers, employees and controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the
Initial Purchasers against the Company or any Guarantor under this Section 8,
if (i) the Company, the Guarantors and the Initial Purchasers shall have
so mutually agreed; (ii) the Company and the Guarantors have failed within
a reasonable time to retain counsel reasonably satisfactory to the Initial
Purchasers; (iii) the Initial Purchasers and their respective affiliates,
directors, officers, employees and controlling persons shall have reasonably
concluded, based on the advice of counsel, that there may be legal defenses
available to them that are different from 


 

















 


or in addition to those available to the Company and
the Guarantors; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Initial Purchasers or their
respective affiliates, directors, officers, employees or controlling persons,
on the one hand, and the Company and the Guarantors, on the other hand, and
representation of both sets of parties by the same counsel would present a
conflict due to actual or potential differing interests between them, and in
any such event the fees and expenses of such separate counsel shall be paid by
the Company and the Guarantors.  No
indemnifying party shall (x) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding and does not include a statement as to, or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified
party, or (y) be liable for any settlement of any such action effected
without its written consent (which consent shall not be unreasonably withheld),
but if settled with the consent of the indemnifying party or if there be a
final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against
any loss or liability by reason of such settlement or judgment.


 


(d)                                 If the indemnification provided for in
this Section 8 shall for any reason be unavailable to or insufficient to
hold harmless an indemnified party under Section 8(a) or 8(b) in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein for which such indemnification would otherwise be
available pursuant to its terms, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other, from the
offering of the Notes, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors, on the one hand, and
the Initial Purchasers, on the other, with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations.  The relative benefits received by the Company
and the Guarantors, on the one hand, and the Initial Purchasers, on the other,
with respect to such offering shall be deemed to be in the same proportion as
the total net proceeds from the offering of the Notes purchased under this
Agreement (before deducting expenses) received by the Company and the Guarantors,
on the one hand, and the total underwriting discounts and commissions received
by the Initial Purchasers with respect to the Notes purchased under this
Agreement, on the other hand, bear to the total gross proceeds from the
offering of the Notes under this Agreement as set forth on the cover page of
the Offering Memorandum.  The relative
fault shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company, the Guarantors,
or the Initial Purchasers, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  For purposes of
the preceding


 
















 


two sentences, the net proceeds deemed to be received
by the Company shall be deemed to be also for the benefit of the Guarantors,
and information supplied by the Company shall also be deemed to have been
supplied by the Guarantors. The Company, the Guarantors, and the Initial
Purchasers agree that it would not be just and equitable if contributions
pursuant to this Section 8(d) were to be determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 8(d) shall
be deemed to include, for purposes of this Section 8(d), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), no Initial Purchaser shall be required to
contribute any amount in excess of the amount by which the net proceeds from
the sale to Eligible Purchasers of the Notes initially purchased by it exceeds
the amount of any damages that such Initial Purchaser has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers’ obligations to contribute as
provided in this Section 8(d) are several in proportion to their
respective purchase obligations and not joint.


 


(e)           The Initial Purchasers severally confirm and the
Company and the Guarantors acknowledge and agree that the statements with
respect to the offering of the Notes by the Initial Purchasers set forth in the
third and ninth paragraphs of the section entitled “Plan of Distribution” in
the Pricing Disclosure Package and the Offering Memorandum are correct and
constitute the only information concerning such Initial Purchasers furnished in
writing to the Company or any Guarantor by or on behalf of the Initial
Purchasers specifically for inclusion in the Preliminary Offering Memorandum,
the Pricing Disclosure Package and the Offering Memorandum or in any amendment
or supplement thereto.


 


9.             Defaulting Initial Purchasers.


 


(a)           If, on the Closing Date, any Initial Purchaser
defaults in its obligations to purchase the Notes that it has agreed to
purchase under this Agreement, the remaining non-defaulting Initial Purchasers
may in their discretion arrange for the purchase of such Notes by the
non-defaulting Initial Purchasers or other persons satisfactory to the Company
on the terms contained in this Agreement. If, within 36 hours after any such
default by any Initial Purchaser, the non-defaulting Initial Purchasers do not
arrange for the purchase of such Notes, then the Company shall be entitled to a
further period of 36 hours within which to procure other persons satisfactory
to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In
the event that within the respective prescribed periods, the non-defaulting
Initial Purchasers notify the Company that they have so arranged for the
purchase of such Notes, or the Company notifies the non-defaulting Initial
Purchasers that it has so arranged for the purchase of such Notes, either the
non-defaulting Initial Purchasers or the Company may postpone the Closing Date
for up to seven full business days in order to effect any changes that in the
opinion of counsel for the Company or counsel for the Initial Purchasers may be
necessary in the Pricing Disclosure Package, the Offering Memorandum or in any
other document or arrangement, and the Company agrees to promptly prepare any
amendment or supplement to the Pricing Disclosure Package or


 

















 


the Offering Memorandum that effects any such changes.
As used in this Agreement, the term “Initial Purchaser” includes, for all
purposes of this Agreement unless the context requires otherwise, any party not
listed in Schedule I hereto that, pursuant to this Section 9, purchases
Notes that a defaulting Initial Purchaser agreed but failed to purchase.


 


(b)           If, after giving effect to any arrangements for the
purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers
by the non-defaulting Initial Purchasers and the Company as provided in
paragraph (a) above, the aggregate principal amount of such Notes that
remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Notes, then the Company shall have the right to require each
non-defaulting Initial Purchaser to purchase the principal amount of Notes that
such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s
pro  rata share (based on the principal amount of Notes that such
Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting
Initial Purchaser or Initial Purchasers for which such arrangements have not
been made; provided that the non-defaulting Initial
Purchasers shall not be obligated to purchase more than 110% of the aggregate
principal amount of Notes that it agreed to purchase on the Closing Date
pursuant to the terms of Section 3.


 


(c)           If, after giving effect to any arrangements for the
purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers
by the non-defaulting Initial Purchasers and the Company as provided in
paragraph (a) above, the aggregate principal amount of such Notes that
remains unpurchased exceeds one-eleventh of the aggregate principal amount of
all the Notes, or if the Company shall not exercise the right described in
paragraph (b) above, then this Agreement shall terminate without liability
on the part of the non-defaulting Initial Purchasers. Any termination of this
Agreement pursuant to this Section 9 shall be without liability on the
part of the Company or the Guarantors, except that the Company and each of the
Guarantors will continue to be liable for the payment of expenses as set forth
in Sections 6 and 11 and except that the provisions of Section 8
shall not terminate and shall remain in effect.


 


(d)           Nothing contained herein shall relieve a defaulting
Initial Purchaser of any liability it may have to the Company, the Guarantors
or any non-defaulting Initial Purchaser for damages caused by its default.


 


10.           Termination. The obligations of the Initial Purchasers hereunder
may be terminated by the Initial Purchasers by notice given to and received by
the Company prior to delivery of and payment for the Notes if, prior to that
time, any of the events described in Sections 7(i), (k) or (o) shall
have occurred or if the Initial Purchasers shall decline to purchase the Notes
for any reason permitted under this Agreement.


 


11.           Reimbursement of Initial Purchasers’ Expenses. If (a) the Company for any reason
fails to tender the Notes for delivery to the Initial Purchasers, or (b) the
Initial Purchasers shall decline to purchase the Notes for any reason permitted
under this Agreement, the Company and the Guarantors shall reimburse the
Initial Purchasers for all reasonable out-of-pocket expenses (including fees
and disbursements of counsel for the Initial Purchasers) incurred by the
Initial Purchasers in connection with this Agreement and the proposed purchase
of the Notes, and upon demand the Company and the Guarantors shall pay the full
amount thereof to the Initial Purchasers. If this Agreement is terminated
pursuant to Section 9 by reason of the default of one


 

















 


or more Initial Purchasers, the Company and the
Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser
on account of those expenses.


 


12.           Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:


 


(a)           if to the Initial Purchasers, shall be delivered or
sent by mail or facsimile transmission to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax:
646-834-8133) with a copy to Latham & Watkins, LLP, Attention: Michael
Chambers (Fax: 713-546-5401), and with a copy, in the case of any notice
pursuant to Section 8(c), to the Director of Litigation, Office of the
General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York
10019;


 


(b)           if to the Company or any Guarantor, shall be delivered
or sent by mail, telex, overnight courier or facsimile transmission to Global
Geophysical Services, Inc., 13927 South Gessner Road, Missouri City, Texas
77489, Attention: General Counsel (Fax: 713-972-1008), with a copy to Haynes
and Boone, LLP, 1221 McKinney Street, Suite 2100, Houston, Texas 77010,
Attention: Bryce D. Linsenmayer (Fax: 713-236-5540);


 


provided, however, that
any notice to an Initial Purchaser pursuant to Section 8(c) shall be
delivered or sent by hand delivery, mail, telex or facsimile transmission to
such Initial Purchaser at its address set forth in its acceptance telex to
Barclays Capital Inc., which address will be supplied to any other party hereto
by Barclays Capital Inc. upon request. Any such statements, requests, notices
or agreements shall take effect at the time of receipt thereof. The Company
shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by Barclays Capital
Inc.


 


13.           Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the Initial Purchasers, the Company, the
Guarantors and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
the representations, warranties, indemnities and agreements of the Company and
the Guarantors contained in this Agreement shall also be deemed to be for the
benefit of directors, officers and employees of the Initial Purchasers and each
person or persons, if any, controlling any Initial Purchaser within the meaning
of Section 15 of the Securities Act. Nothing in this Agreement is intended
or shall be construed to give any person, other than the persons referred to in
this Section 13, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.


 


14.           Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company, the Guarantors and
the Initial Purchasers contained in this Agreement or made by or on behalf of
them, respectively, pursuant to this Agreement, shall survive the delivery of
and payment for the Notes and shall remain in full force and effect, regardless
of any termination of this Agreement or any investigation made by or on behalf
of any of them or any person controlling any of them.


 


15.           Definition of the Terms “Business Day”, “Affiliate”,
and “Subsidiary”.
For purposes of this Agreement, (a) “business day” means any day on which
the New York Stock


 

















 


Exchange, Inc. is open for trading, and (b) “affiliate”
and “subsidiary” have the meanings set forth in Rule 405 under the
Securities Act.


 


16.           Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


17.           Waiver of Jury Trial. The Company and each of the Initial Purchasers
hereby 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 Agreement or the transactions contemplated hereby.


 


18.           No Fiduciary Duty. The Company and the Guarantors
acknowledge and agree that in connection with this offering, or any other
services the Initial Purchasers may be deemed to be providing hereunder,
notwithstanding any preexisting relationship, advisory or otherwise, between
the parties or any oral representations or assurances previously or
subsequently made by the Initial Purchasers: (a) no fiduciary or agency
relationship between the Company, any Guarantor and any other person, on the
one hand, and the Initial Purchasers, on the other, exists; (b) the
Initial Purchasers are not acting as advisors, experts or otherwise, to the
Company or the Guarantors, including, without limitation, with respect to the
determination of the purchase price of the Notes, and such relationship between
the Company and the Guarantors, on the one hand, and the Initial Purchasers, on
the other, is entirely and solely commercial, based on arms-length
negotiations; (c) any duties and obligations that the Initial Purchasers
may have to the Company and the Guarantors shall be limited to those duties and
obligations specifically stated herein; (d) the Initial Purchasers and
their respective affiliates may have interests that differ from those of the
Company and the Guarantors; and (e) the Company and the Guarantors have
consulted their own legal and financial advisors to the extent they deemed
appropriate. The Company and the Guarantors hereby waive any claims that the
Company and the Guarantors may have against the Initial Purchasers with respect
to any breach of fiduciary duty in connection with the Notes.


 


19.           Counterparts. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.


 


20.           Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.


 

















 


If the foregoing
correctly sets forth the agreement among the Company, the Guarantors, and the
Initial Purchasers, please indicate your acceptance in the space provided for
that purpose below.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  



 

















 


	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BARCLAYS CAPITAL INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Paul Cugno

  	
   

  	
   

  
	
   

  	
  Name: Paul Cugno

  	
   

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT SUISSE SECURITIES (USA) LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ David B.
  Andrews

  	
   

  	
   

  
	
   

  	
  Name: David B.
  Andrews

  	
   

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Scott Warrender

  	
   

  	
   

  
	
   

  	
  Name: Scott Warrender

  	
   

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  	
   

  



 


Acting on behalf of themselves and


as the Representatives of the several Initial
Purchasers


 

















 


SCHEDULE I


 


	
  Initial
  Purchasers 

  	
   

  	
  Principal

  Amount of

  Notes

  to be

  Purchased

  	
   

  
	
  Barclays
  Capital Inc

  	
   

  	
  $

  	
  80,000,000

  	
   

  
	
  Credit
  Suisse Securities (USA) LLC

  	
   

  	
  60,000,000

  	
   

  
	
  Banc of America Securities LLC

  	
   

  	
  60,000,000

  	
   

  
	
  Total

  	
   

  	
  $

  	
  200,000,000

  	
   

  



 

















 


SCHEDULE II


 


LIST OF GUARANTORS


 


(i)            Autoseis, Inc.


 


(ii)           GGS International Holdings, Inc.


 

















 


SCHEDULE III


 


GLOBAL GEOPHYSICAL SERVICES, INC.


PRICING TERM SHEET


 


Pricing Supplement


 


Pricing Supplement dated April 22,
2010 to the Preliminary Offering Memorandum dated April 6, 2010 of Global
Geophysical Services, Inc. This Pricing Supplement is qualified in its
entirety by reference to the Preliminary Offering Memorandum. The information
in this Pricing Supplement supplements the Preliminary Offering Memorandum and
supersedes the information in the Preliminary Offering Memorandum to the extent
it is inconsistent with the information in the Preliminary Offering Memorandum.
Capitalized terms used in this Pricing Supplement but not defined have the
meanings given them in the Preliminary Offering Memorandum.


 




	
  Issuer

  	
  Global Geophysical
  Services, Inc. (the “Company”)

  
	
   

  	
   

  
	
  Securities

  	
  10.500% Senior Notes
  due 2017 (the “2017 notes”)

  
	
   

  	
   

  
	
  Aggregate Principal Amount

  	
  $200,000,000

  
	
   

  	
   

  
	
  Gross Proceeds

  	
  $194,018,000

  
	
   

  	
   

  
	
  Form

  	
  144A/Reg S with
  registration rights

  
	
   

  	
   

  
	
  Maturity

  	
  May 1, 2017

  
	
   

  	
   

  
	
  Issue Price

  	
  97.009% plus accrued
  interest, if any, from April 27, 2010

  
	
   

  	
   

  
	
  Coupon

  	
  10.500%

  
	
   

  	
   

  
	
  Yield to Maturity

  	
  11.125%

  
	
   

  	
   

  
	
  Interest Payment Dates

  	
  Semi-annually on
  May 1 and November 1 of each year, beginning on November 1,
  2010

  
	
   

  	
   

  
	
  Record Dates

  	
  April 15 and
  October 15

  
	
   

  	
   

  
	
  Optional Redemption

  	
  At
  any time on or after May 1, 2014, the Company may, at its option, redeem
  the 2017 notes, in whole or in part, at the redemption prices (expressed as a
  percentage of the principal amount thereof) set forth below, together with
  accrued and unpaid interest thereon, if any, to the redemption date (subject
  to the rights of holders of 2017 notes on the relevant record date to receive
  interest due on the relevant interest payment date), if redeemed during the
  12-month period beginning May 1 of the years indicated:

  
	
   

  	
   

  
	
   

  	
  Year

  	
   

  	
  Percentage

  	
   

  	
   

  
	
   

  	
  2014

  	
   

  	
  105.250

  	
  %

  	
   

  
	
   

  	
  2015

  	
   

  	
  102.625

  	
  %

  	
   

  
	
   

  	
  2016
  and thereafter

  	
   

  	
  100.000

  	
  %

  	
   

  
	
   

  	
   

  
	
   

  	
  In addition, at any
  time prior to May 1, 2014, the Company may redeem all or a portion of
  the 2017 notes at a price equal to 100% of the principal amount plus a
  “make-whole” premium, using a discount rate of Treasuries plus 0.50%, plus
  accrued and unpaid interest, if any, to the redemption date.

  
	
   

  	
   

  
	
  Optional Redemption with Equity
  Proceeds

  	
  Prior to May 1, 2013, the Company may on any
  one or more occasions redeem up to 35% of the aggregate principal amount of
  the 2017 notes issued under the Indenture with the net cash proceeds from one
  or more equity offerings at a redemption price of 110.500% of the principal
  amount thereof, plus accrued and unpaid interest, if any, to the redemption
  date (subject to the rights of holders of 2017 notes on the relevant record
  date to receive interest due on the relevant interest payment date).

  
	
   

  	
   

  
	
  Guarantees

  	
  The Company’s existing and future domestic
  subsidiaries will fully and unconditionally guarantee the notes.

  
	
   

  	
   

  
	
  Change of Control

  	
  101% plus accrued and
  unpaid interest

  
	
   

  	
   

  
	
  Original Issue Discount

  	
  The 2017 notes will be
  issued with original issue discount (“OID”) for U.S. federal income tax
  purposes in excess of a statutorily defined de minimis
  amount. As such, U.S. Holders, whether on the cash or accrual method of tax
  accounting, will be required to include any amounts representing OID in gross
  income (as ordinary income) on a constant yield to maturity basis for U.S.
  federal income tax purposes in advance of the receipt of cash payments to
  which such income is attributable.

  






 

















 




	
  Trade Date

  	
  April 22, 2010

  
	
   

  	
   

  
	
  Settlement Date

  	
  April 27, 2010
  (T+3)

  
	
   

  	
   

  
	
  Joint Book-Running Managers

  	
  Barclays Capital Inc.

  Banc of America
  Securities LLC

  Credit Suisse
  Securities (USA) LLC

  
	
   

  	
   

  
	
  Plan of Distribution

  	
  An affiliate of Credit
  Suisse Securities (USA) LLC is the administrative agent and a lender under
  the Company’s existing credit facilities and, as a result, will indirectly
  receive a portion of the proceeds from this offering.

  
	
   

  	
   

  
	
  Denominations

  	
  $2,000 and integral
  multiples of $1,000 in excess thereof

  
	
   

  	
   

  
	
  CUSIP/ISIN Numbers

  	
  144A
  CUSIP and ISIN: 37946SAA5 and US37946SAA50

  Regulation
  S CUSIP and ISIN: U3164MAB0  and USU3164MAB01

  






 


EQUITY OFFERING


 


On April 21, 2010, Global Geophysical Services, Inc. priced
its public offering of 7,500,000 shares of common stock (excluding 1,125,000
shares subject to the underwriters’ option to purchase additional shares) at a
price per share of $12.00. We estimate that we will receive net proceeds, after
deducting underwriting discounts, fees and offering expenses, of approximately
$76.4 million.


 


CAPITALIZATION


 


The following table sets
forth our capitalization as of December 31, 2009 on a pro forma, as
adjusted basis to give effect to this offering, the Equity Offering and the
application of proceeds from this offering and the Equity Offering.


 


	
   

  	
   

  	
  At December 31,
  2009

  	
   

  
	
   

  	
   

  	
  Pro Forma, As

  Adjusted for this

  offering and the

  Equity Offering

  	
   

  
	
   

  	
   

  	
  (in thousands, except

  for per share data)

  	
   

  
	
  Cash and cash equivalents(1)

  	
   

  	
  $

  	
  111,090

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing Revolving Credit Facility(2)

  	
   

  	
  $

  	
  —

  	
   

  
	
  New Revolving Credit Facility

  	
   

  	
  —

  	
   

  
	
  First Lien Term Loan Facility

  	
   

  	
  —

  	
   

  
	
  Second
  Lien Credit Agreement

  	
   

  	
  —

  	
   

  
	
  Senior
  Notes due 2017(3)

  	
   

  	
  200,000

  	
   

  
	
  Other
  Debt(4)

  	
   

  	
  628

  	
   

  
	
  Total
  Debt(5)

  	
   

  	
  $

  	
  200,628

  	
   

  
	
  Stockholders’
  Equity:

  	
   

  	
   

  	
   

  
	
  Series A
  convertible preferred stock, $.01 par value: 50,000,000 shares authorized and
  20,617,751 outstanding (historical); 5,000,000 shares authorized and no
  shares issued and outstanding (as adjusted)

  	
   

  	
  $

  	
  —

  	
   

  
	
  Class A
  common stock, $.01 par value: 30,000,000 shares authorized and 3,709,100
  outstanding (historical); no shares authorized, issued and outstanding (as
  adjusted)

  	
   

  	
  —

  	
   

  
	
  Class B
  common stock, $.01 par value: 120,000,000 shares authorized and 4,471,021
  outstanding (historical); no shares authorized, issued and outstanding (as
  adjusted)

  	
   

  	
  —

  	
   

  
	
  Common
  stock, $.01 par value: no shares authorized (historical); 100,000,000 shares
  authorized and 35,877,570 shares outstanding (as adjusted)

  	
   

  	
  359

  	
   

  
	
  Additional
  paid-in capital

  	
   

  	
  236,754

  	
   

  
	
  Treasury
  stock: 9,296,629 shares (historical); 9,296,629 shares (as adjusted)

  	
   

  	
  (94,385

  	
  )

  
	
  Accumulated
  deficit

  	
   

  	
  (4,542

  	
  )(6)

  
	
  Total
  stockholders’ equity

  	
   

  	
  $

  	
  138,186

  	
   

  
	
  Total
  capitalization

  	
   

  	
  $

  	
  338,814

  	
   

  



 

















 






(1)                              Cash and cash equivalents do not include
approximately $5.3 million of restricted cash investments securing certain
letters of credit.


 


(2)                              We had no outstanding letters of credit
issued under our Existing Revolving Credit Facility, resulting in
$30.0 million available for borrowing under our Existing Revolving Credit Facility.
Upon repayment of all of the indebtedness under our Existing Credit Facilities
in connection with this offering, we intend to terminate our Existing Revolving
Credit Facility.


 


(3)                              The Senior Notes due 2017 are shown at
face value and do not reflect original issue discount.


 


(4)                              Pro Forma, as adjusted balance as of December 31,
2009 includes capital lease obligations of approximately $2.1 million,
approximately $5.4 million under our Construction Loan Agreement, and
approximately $0.6 million of notes payable.


 


(5)                              Excludes unamortized discount of
approximately $2.1 million related to our Existing Credit Facilities.


 


(6)                              Adjusted for a non-cash charge of $2.1
million that will be incurred in connection with the repayment of indebtedness
under the First Lien Term Loan Facility and the unamortized portion of the
original issue discount thereon.


 






 


This
material is strictly confidential and has been prepared by the Company solely
for use in connection with the proposed offering of the securities described in
the Preliminary Offering Memorandum. This material is personal to each offeree
and does not constitute an offer to any other person or the public generally to
subscribe for or otherwise acquire the securities. Please refer to the
Preliminary Offering Memorandum for a complete description.


 


The
securities have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), and are being offered only to (1) “qualified
institutional buyers” as defined in Rule 144A under the Securities Act and
(2) outside the United States to non-U.S. persons in compliance with
Regulation S under the Securities Act, and this communication is only being
distributed to such persons.


 


This
communication is not an offer to sell the securities and it is not a
solicitation of an offer to buy the securities in any jurisdiction to any
person to whom it is unlawful to make such offer or soliciation in such
jurisdiction.


 

















 


SCHEDULE IV


 


A.            Insert list of each document provided as
an amendment or supplement to the Preliminary Offering Memorandum.


 


·                  Pricing Term Sheet, dated April 22, 2010


 


B.            Insert list of any “road show” materials
that are Free Writing Offering Documents.


 


·                  Senior Notes
Offering: Supplemental Information to Global Geophysical’s Initial Public
Offering Road Show Presentation, dated April 2010