Exhibit 10.1


 


EXECUTION COPY


 


WAIVER AND AMENDMENT NO. 2 

TO THE CREDIT AGREEMENT


 


Dated as of October 1, 2010


 


WAIVER AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among
GEOKINETICS HOLDINGS USA, INC., a Delaware corporation (the “Borrower”),
the banks, financial institutions and other institutional lenders parties to
the Credit Agreement referred to below (collectively, the “Lenders”) and
ROYAL BANK OF CANADA, as agent (the “Agent”) for the Lenders.


 


PRELIMINARY STATEMENTS:


 


(1)           The Borrower, the Lenders and the
Agent have entered into a Credit Agreement dated as of February 12, 2010
(as amended by Amendment No. 1 to the Credit Agreement dated as of June 30,
2010, and as otherwise amended, supplemented or otherwise modified through the
date hereof, the “Credit Agreement”). 
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.


 


(2)           The Borrower has requested a waiver
of any Default or Event of Default resulting from the failure by the Loan Parties
to comply with the requirements of Sections 7.13, 7.14 and 7.15 of the Credit
Agreement for the fiscal quarter ended September 30, 2010 (collectively,
the “Specified Defaults”).


 


(3)           The Lenders are, on the terms and
conditions stated below, willing to grant the request of the Borrower and the
Borrower and the Lenders have agreed to amend the Credit Agreement as
hereinafter set forth.


 


SECTION 1.        Waiver.  (a)          In reliance upon the representations,
warranties and covenants of Borrower and the other Loan Parties contained in
this Amendment, and subject to the terms and conditions of this Amendment, the
Lenders hereby waive the Specified Defaults.


 


(b)           Each Lender reserves the right, in
its discretion, to exercise any or all of its rights and remedies under the
Credit Agreement and the other Loan Documents as a result of any Event of
Default which may be continuing on the date hereof or any Event of Default
which may occur after the date hereof (other than the Specified Defaults), and
each Lender has not waived any such Event of Default (other than the Specified
Defaults), rights or remedies, and nothing in this Amendment, and no delay on
its part in exercising any such rights or remedies, should be construed as a
waiver of any such Events of Default (other than the Specified Defaults),
rights or remedies.


 


SECTION 2.        Amendments to Credit Agreement.  The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 3, hereby amended as follows:


 


(a)           Section 4.02 is amended by
adding thereto a new clause (d), to read as follows:


 


(d) The
Administrative Agent shall have received a certificate of the chief financial
officer of the Borrower in form, scope and substance reasonably satisfactory to
Administrative Agent, certifying that after giving effect to such proposed
Credit Extension, the Loan Parties (taken as a whole) are Solvent.


 

















 


(b)           Section 6.01(c) is amended
and restated in its entirety to read as follows:


 


“(c) Monthly
Financials. As soon as available, but in any event, within fifteen (15)
Business Days after the end of each fiscal month of each fiscal year of the
Parent (commencing with the month ending September 30, 2010), a
consolidated balance sheet of the Parent and its Subsidiaries as at the end of
such fiscal month, and the related (i) consolidated statements of income
or operations for such fiscal month and for the portion of the fiscal year then
ended and (ii) consolidated statements of cash flows for the portion of
the fiscal year then ended, setting forth in each case (A) in comparative
form the figures for the corresponding fiscal month of the previous fiscal year
and the corresponding portion of the previous fiscal year and (B) a
comparison of actual figures for such fiscal month against the forecasts for
such fiscal month, all in reasonable detail and certified by a Responsible
Officer of the Borrower as fairly presenting in all material respects the
financial condition, results of operations, stockholders’ equity and cash flows
of the Parent and its Subsidiaries in accordance with GAAP, subject only to
normal year-end adjustments and the absence of footnotes.”


 


(c)           Section 6.02(a) is amended
and restated in its entirety to read as follows:


 


“(i) upon
delivery of the financial statements referred to in Section 6.01(a), (b) and
(c), a duly completed Compliance Certificate signed by a Responsible Officer of
the Parent.”


 


(d)           Article 6 is amended by adding
thereto a new Section 6.20, to read as follows:


 


“Section 6.20        Revenue by Customer.  During the period from September 1, 2010
to December 31, 2010, within twelve (12) Business Days after the end of
each fiscal month, deliver to the Administrative Agent a list of clients and/or
projects which represent at least 80% of the consolidated total revenue for the
Parent and its Subsidiaries for such month.”


 


(e)           Article 6 is amended by adding
thereto a new Section 6.21, to read as follows:


 


“Section 6.21        Outside Consultant.  Within a reasonable time after the
request of the Administrative Agent or the Required Lenders, engage an
outside consultant reasonably acceptable to the Required Lenders to inspect any
properties of the Borrower and its Subsidiaries (subject, in the case of third
party customer sites, to customary access agreements), to review the books and
records of the Borrower and to discuss its affairs, finances and accounts
with its directors, officers, independent auditors and the Administrative
Agent, all at the reasonable expense of the Borrower.”


 


(f)            Article 7 is amended by adding
thereto a new Section 7.17, to read as follows:


 


“Section 7.17        Consolidated
Total Revenue.  Permit the
consolidated total revenue for the Parent and its Subsidiaries for each fiscal
month set forth below to be less than the amount set forth opposite such month
below:


 


	
  Fiscal Month Ending

  	
   

  	
  Consolidated Total Revenue

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  50,000,000

  	
   

  
	
  October 31,
  2010

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  November 30,
  2010

  	
   

  	
  $

  	
  60,000,000

  	
   

  



”


 


2

















 


(g)           Article 7 is amended by adding
thereto a new Section 7.18, to read as follows:


 


“Section 7.18        Consolidated
Adjusted EBITDA.  Permit the
Consolidated Adjusted EBITDA for the Parent and its Subsidiaries for each
period set forth below to be less than the amount set forth opposite such
period below:


 


	
  For the Period On and From

  September 1, 2010 Until and Including

  	
   

  	
  Consolidated Adjusted EBITDA

  	
   

  
	
  September 30,
  2010

  	
   

  	
  $

  	
  7,860,000

  	
   

  
	
  October 31,
  2010

  	
   

  	
  $

  	
  17,580,000

  	
   

  
	
  November 30,
  2010

  	
   

  	
  $

  	
  30,050,000

  	
   

  



”


 


(h)           Exhibit D to the Credit Agreement
is amended and restated as set forth in Annex I to this Amendment.


 


SECTION 3.        Conditions of Effectiveness.  This Amendment shall become effective as of
the date first above written when, and only when, each of the following
conditions shall have been satisfied:


 


(a)           The Agent shall have received
counterparts of this Amendment executed by the Borrower and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that
such Lender has executed this Amendment and the consent attached hereto (the “Consent”)
executed by each Guarantor and Grantor.


 


(b)           The Agent shall have received a
certificate of the Secretary or Assistant Secretary of the Borrower, in form
and substance satisfactory to the Agent, which certificate shall (i) certify
as to the incumbency and signature of the officers of the Borrower executing
this Amendment, (ii) have attached to it a true and correct copy of the
resolutions of the Board of Directors of the Borrower, which resolutions shall
authorize the execution, delivery and performance of this Amendment and (iii) certify
that, as of the date of such certificate (which shall not be earlier than the
date hereof), none of such resolutions shall have been amended, supplemented,
modified, revoked or rescinded.


 


(c)           The Agent shall have received a
certificate of the Secretary or an Assistant Secretary of each Guarantor and
Grantor certifying the names and true signatures of the officers of the
Guarantors and the Grantors authorized to sign the Consent and the other documents
to be delivered hereunder.


 


(d)           A certificate signed by a duly
authorized officer of the Borrower stating that:


 


(i)            each
of the representations and warranties contained in Article V of the Credit
Agreement and each other Loan Document is true and correct in all material
respects on and as of the date hereof, as if made on and as of such date,
except to the extent that such representations and warranties relate to a
specific date, in which case such representations and warranties shall be true
and correct in all material respects as of such specific date; provided, however, that references in the
Credit Agreement to “this Agreement” and references in each other Loan Document
to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended
hereby; and


 


3

















 


(ii)           no
event has occurred and is continuing that constitutes a Default (other than the
Specified Defaults).


 


(e)           The Borrower shall have paid to the
Agent, for the account of each Lender executing this Amendment within the time
period required by the Agent in accordance with its Pro Rata Share, a
nonrefundable fee equal to 0.25% in respect of such Lender’s Revolving Credit
Commitment.


 


(f)            The Borrower shall have paid all
fees and expenses of the Agent and the Lenders (including all reasonable fees
and out-of-pocket costs and expenses of legal counsel to the Agent) for which
invoices in reasonable detail have been provided to Borrower at least two
Business Days prior to the date hereof.


 


SECTION 4.        Reference to and Effect on the Loan
Documents.  (a)  On and after the effectiveness of
this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Loan Documents to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.


 


(b)           The Credit Agreement, as specifically
amended by this Amendment, is and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed.


 


(c)           The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents.


 


SECTION 5.        Costs and Expenses  The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 11.04 of the Credit Agreement.


 


SECTION 6.        Execution in Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier or electronic email of a
..pdf copy shall be effective as delivery of a manually executed counterpart of
this Amendment.


 


SECTION 7.        Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


[Remainder of Page Intentionally Blank]


 


4

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


 


GEOKINETICS
HOLDINGS USA, INC.,


as
Borrower


 


 


	
  By

  	
  /s/
  Chin Yu

  	
   

  
	
   

  	
  Name:
  Chin Yu

  	
   

  
	
   

  	
  Title:    Vice President

  	
   

  



 
















 


	
  ROYAL BANK OF CANADA,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Ann Hurley

  	
   

  
	
   

  	
  Name:
  Ann Hurley

  	
   

  
	
   

  	
  Title:   Manager, Agency

  	
   

  



 

















 


ROYAL
BANK OF CANADA,

as Lender


 


 


	
  By

  	
  /s/
  Jason S. York

  	
   

  
	
   

  	
  Name:
  Jason S. York

  	
   

  
	
   

  	
  Title:   Authorized Signatory

  	
   

  



 

















 


	
  PNC Bank, N.A.,

  	
   

  
	
  as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Anita Inkollu

  	
   

  
	
   

  	
  Name:
  Anita Inkollu

  	
   

  
	
   

  	
  Title:   Vice President

  	
   

  



 

















 


 


	
  SFS, Inc.,

  	
   

  
	
  as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Uri Sky

  	
   

  
	
   

  	
  Name:
  Uri Sky

  	
   

  
	
   

  	
  Title:   VP Credit

  	
   

  



 


	
   

  	
   

  
	
  /s/ Jennifer Humphrey

  	
   

  
	
  Jennifer Humphrey

  	
   

  
	
  Vice President, Operations

  	
   

  



 

















 


	
  Capital One, N.A.,

  	
   

  
	
  as Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/
  Don Backer

  	
   

  
	
   

  	
  Name:
  Don Backer

  	
   

  
	
   

  	
  Title:   SVP

  	
   

  



 
















 


CONSENT


 


Dated as of September     ,
2010


 


The
undersigned,                                                 ,
a                                                 
corporation, as Guarantor under the Guaranty dated February 12, 2010 (the “Guaranty”)
in favor of the Agent and the Lenders parties to the Credit Agreement referred
to in the foregoing Amendment, hereby consents to such Amendment and hereby
confirms and agrees that notwithstanding the effectiveness of such Amendment,
the Guaranty is, and shall continue to be, in full force and effect and is
hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment, each reference in the Guaranty to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by such Amendment.


 


 


[NAME
OF GUARANTOR]


 


	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


CONSENT


 


Dated
as of September     , 2010


 


The undersigned,                                                 ,
a                                                 
corporation, as Grantor under the Pledge and Security Agreement dated February
12, 2010 (the “Pledge and Security Agreement”) in favor of the Agent and
the Lenders parties to the Credit Agreement referred to in the foregoing
Amendment, hereby consents to such Amendment and hereby confirms and agrees
that notwithstanding the effectiveness of such Amendment, the Pledge and
Security Agreement is, and shall continue to be, in full force and effect and
is hereby ratified and confirmed in all respects, except that, on and after the
effectiveness of such Amendment, each reference in the Pledge and Security
Agreement to the “Senior Credit Agreement”, “thereunder”, “thereof” or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment.


 


 


[NAME
OF GRANTOR]


 


	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


ANNEX I


 


EXHIBIT D


 


FORM OF COMPLIANCE CERTIFICATE


 


Financial Statement Date:            


 


THE
UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


 


1.             I am the Chief
Financial Officer of GEOKINETICS HOLDINGS USA, INC. (the “Parent”).


 


2.             I have reviewed the
terms of that certain Credit Agreement, dated as of February 12, 2010 (as
amended, supplemented or otherwise modified through the date hereof, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein
being used herein as therein defined), among Geokinetics Holdings USA, Inc.
(the “Borrower”), the Lenders party thereto, Royal Bank of Canada, as
Collateral Agent and Administrative Agent for the Lenders and RBC Capital
Markets, as Sole Lead Arranger and Bookrunner.


 


3.             [Use following paragraph 3 for annual financial statements]This
Certificate is delivered in conjunction with the annual audited consolidated
financial statements for the Parent and its Subsidiaries for the Fiscal Year of
the Parent ended as of
                                ,
20       required to be delivered by Section 6.01(a) of
the Credit Agreement, together with the report and opinion of an independent
registered public accounting firm of nationally recognized standing.][Use following paragraph 3 for fiscal quarter-end
financial statements] [This
Certificate is delivered in conjunction with the consolidated balance sheet and
the related consolidated statement of income or operations and a consolidated
statement of cash flows of the Parent and its Subsidiaries required by Section 6.01(b) of
the Credit Agreement for the fiscal quarter of the Parent ended as of the above
date.  Such financial statements fairly
present, in all material respects, the financial condition, results of
operations, stockholder’s equity and cash flows of the Parent and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of
footnotes.][Use following paragraph 3 for
fiscal month-end financial statements] [This Certificate is delivered in conjunction with the
consolidated balance sheet and the related consolidated statement of income or
operations and a consolidated statement of cash flows of the Parent and its
Subsidiaries required by Section 6.01(c) of the Credit
Agreement for the fiscal month of the Parent ended as of the above date.  Such financial statements fairly present, in
all material respects, the financial condition, results of operations,
stockholder’s equity and cash flows of the Parent and its Subsidiaries in
accordance with GAAP as at such date and for such period, subject only to
normal year-end audit adjustments and the absence of footnotes.]


 


4.             Based on my
knowledge, the financial statements when taken as a whole do not contain when
furnished any material misstatement of fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they are made, not materially misleading; provided, that, with
respect to projected financial information and pro forma financial information,
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time of preparation; it being understood that such
projections may vary from actual results and that such variances may be
material.


 

















 


5.             The undersigned has
reviewed and is familiar with the terms of the Credit Agreement and has made,
or has caused to be made under his/her supervision, a detailed review of the
transactions and condition (financial or otherwise) of the Parent and its
Subsidiaries during the accounting period covered by the financial statements
referred to in this Certificate.


 


6.             A review of the
activities of the Parent and its Subsidiaries during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Parent and its Subsidiaries performed and
observed all their respective Obligations under the Loan Documents, and


 


[select one:]


 


[each
of the Loan Parties performed and observed each covenant and condition of the
Loan Documents applicable to it, and no Event of Default or Default has
occurred and is continuing.]


 


—or—


 


[the
following covenants or conditions have not been performed or observed and the
following is a list of each such Default, its nature and status and steps
implemented to correct such Default or Event of Default:]


 


7.             The representations
and warranties of the Borrower contained in Article V of the
Agreement, or which are contained in any document furnished at any time under
or in connection with the Loan Documents, are true and correct in all material
respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, including the
statements in connection with which this Certificate is delivered.


 


8.             [Use following paragraph
8 for annual financial statements][The financial covenant
analyses and information set forth on Schedules 2, 3, 4
and 5 attached hereto, demonstrating compliance (unless compliance with such covenant was duly waived by the requisite
Lenders) with the covenants set forth in Sections 7.02(j)(v), 7.05(l), 7.13,
7.14, 7.15 and 7.16 of the Credit Agreement, are true and accurate on and as of
the date of this Certificate][Use following paragraph 8
for fiscal quarter-end financial statements] [The financial covenant
analyses and information set forth on Schedules 2 and 3 attached
hereto, demonstrating compliance (unless
compliance with such covenant was duly waived by the requisite Lenders) with the
covenants set forth in Sections 7.13, 7.14, 7.15 and 7.16 of the Credit
Agreement, are true and accurate on and as of the date of this Certificate][Use following paragraph 8 for fiscal month-end financial statements] [The
financial covenant analyses and information set forth in the financial
statements and on Schedule 1 attached hereto, demonstrating compliance
with the covenants (unless compliance with such covenant
was duly waived by the requisite Lenders) set forth in Sections 7.17
and 7.18 of the Credit Agreement, are true and accurate on and as of the date of
this Certificate].


 


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


 

















 


IN WITNESS WHEREOF, the undersigned
has signed this Certificate as of the
           day of
                    ,
20    .


 


	
   

  	
  GEOKINETICS
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 


 


	
  Schedule 1

  	
  -

  	
  Consolidated
  Adjusted EBITDA Calculation

  
	
   

  	
   

  	
   

  
	
  [Schedule 2

  	
  -

  	
  Calculations
  Demonstrating Compliance With Financial Covenants

  
	
   

  	
   

  	
   

  
	
  Schedule 3

  	
  -

  	
  Calculations
  Regarding Capital Expenditures](1)

  
	
   

  	
   

  	
   

  
	
  [Schedule
  4

  	
  -

  	
  Permitted
  Acquisitions

  
	
   

  	
   

  	
   

  
	
  Schedule
  5

  	
  -

  	
  Permitted
  Dispositions](2)

  



 






(1)  Add Schedules 4
and 5 only for annual financial statements.


(2) 
Add Schedules 2 and 3 only for annual and quarterly financial statements.


 

















 


 SCHEDULE 1

CONSOLIDATED ADJUSTED EBITDA CALCULATION

(FOR THE [FISCAL MONTH] [FISCAL QUARTER] [FISCAL YEAR] 

COMMENCING            AND
ENDING          )


 


	
  Consolidated
  Adjusted EBITDA:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (1) The
  sum of (without duplication, including for purposes of
  determining Consolidated Net Income), determined on a consolidated basis for
  Borrower and its Subsidiaries, to the extent deducted in determining
  Consolidated Net Income for such period:

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)  Consolidated Net Income (or net loss)

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)  Consolidated Interest Expense (including
  amortization or write-off of debt discount)

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)  taxes based on income

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)  non-cash unrealized net losses under any
  permitted Swap Contracts

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)  Consolidated Depreciation and Amortization
  Expense

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)  
  Expenses related to the Transaction to the extent not capitalized

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)  Any one-time non-cash charges in
  connection with a Permitted Acquisition or permitted Investments

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (h) Any one-time non-cash expenses or charges
  incurred in connection with the issuance, exercise, cancellation or
  appreciation of options and other equity grants in respect of Equity
  Interests

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (i) To the extent decreasing consolidated net
  income for such period, any extraordinary items in accordance with GAAP

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (j)  other non-recurring, non-cash charges
  and non-cash losses in respect of unrealized currency translations, in each
  case, deducted in arriving at Consolidated Net Income

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Minus

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   (2) The sum of:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a) non-cash credits included in arriving at
  such Consolidated Net Income (or net loss)

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
  $

  	
               

  	
   

  



 

















 


	
  (b) non-cash unrealized net gains in respect
  of permitted Swap Contracts 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c) other non-cash extraordinary gains to the
  extent included in calculating Consolidated Net Income

  	
   

  	
  $

  	
               

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATED ADJUSTED EBITDA 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
               

  	
   

  



 


















 


SCHEDULE 2


 


CALCULATIONS
DEMONSTRATING COMPLIANCE

WITH FINANCIAL COVENANTS


 


1.              Total Leverage Ratio  (Section 7.13
of the Credit Agreement)


 


	
  (i)    Consolidated
  Total Debt of the Parent and its Subsidiaries (determined on a consolidated
  basis in accordance with GAAP but excluding the effect of any discounting of
  Indebtedness resulting from the application of purchase accounting in
  connection with the Transaction or any Permitted Acquisition) as of the last
  day of the Test Period, consisting of the sum of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)       Indebtedness for borrowed money

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)      obligations in respect of Capitalized
  Leases

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)       debt obligations evidenced by
  promissory notes or similar instruments

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [Exclude
  Indebtedness in respect of (i) all letters of credit except (x) to
  the extent of unreimbursed amounts thereunder and (y) in respect of the
  L/C Exposure of any Defaulting Lender to the extent not Cash Collateralized,
  (ii) Parent’s Series C Preferred Stock and any other Equity
  Interest or hybrid security of the Parent that is determined to constitute
  Indebtedness in accordance with GAAP and (iii) obligations under Swap
  Contracts.]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Total Debt [(a) +
  (b) + (c)]

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)   Consolidated
  Adjusted EBITDA for the Test Period ending on the computation date (per
  Schedule 1)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)  Total
  Leverage Ratio (i)/(ii): 

  	
   

  	
      .    :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (iv)  Total
  Leverage Ratio not to be greater than:

  	
   

  	
  .    :1.00

  	
   

  



 

















 


2.              Interest Coverage Ratio  (Section 7.14
of the Credit Agreement)


 


	
  (i)    Consolidated
  Adjusted EBITDA for the Test Period as of the computation date (per
  Schedule 1):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)   Consolidated
  Interest Expense for the Test Period ((a) minus (b)):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)   consolidated
  cash interest expense of the Borrower and its Subsidiaries, to the extent
  such expense was deducted (and not added back) in computing Consolidated Net
  Income  

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [include (i) all cash commissions,
  discounts and other fees and charges owed with respect to letters of credit
  or bankers acceptances, (ii) the cash interest component of Capitalized
  Lease Obligations, and (iii) net cash payments, if any, made (less net
  payments, if any, received) pursuant to interest rate obligations under any
  Swap Contracts with respect to Indebtedness] 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [exclude (i) penalties and interest
  relating to taxes, (ii) any additional cash interest owing pursuant to
  any registration rights agreement with respect to securities, (iii) any
  expensing of bridge, commitment and other financing fees, (iv) any
  interest expense associated with the Parent’s Series C Preferred Stock
  or any other Equity Interest or hybrid security that is determined to
  constitute Indebtedness in accordance with GAAP and (v) any accretion of
  accrued and unpaid interest on discounted liabilities]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)   cash interest income

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)  Interest
  Coverage Ratio (i)/(ii):

  	
   

  	
      .    :1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)  Interest
  Coverage Ratio not to be less than:

  	
   

  	
  .    :1.00

  	
   

  



 

















 


3.              Fixed Charge Coverage Ratio  (Section 7.15
of the Credit Agreement)


 


	
  1.

  	
   

  	
  Consolidated
  Adjusted EBITDA for the Test Period (per Schedule 1)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Maintenance
  Capital Expenditures for the Test Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Cash
  tax payments for the Test Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Consolidated
  Interest Expense for subject period (per item 2(ii) of Interest Coverage
  Ratio calculation above)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Scheduled
  repayments of principal amounts of Indebtedness for such Test Period whether
  or not actually paid during such Test Period

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Fixed
  Charge Coverage Ratio [{1 - (2 + 3)} / (4 + 5 )]:

  	
   

  	
  : 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Fixed
  Charge Coverage Ratio not to be less than:

  	
   

  	
  : 1.00

  	
   

  



 
















 


SCHEDULE 3


 


CALCULATIONS REGARDING CAPITAL EXPENDITURES


 


Capital Expenditures
(Section 7.16 of the Credit Agreement)


 


	
  (v)
  (i) Capital Expenditures for the Test Period [any Capital Expenditures
  related to the prefunded amount of any investment in a multi-client data
  acquisition program shall be excluded from the calculation of Capital
  Expenditures if such multi-client program is at least 75% prefunded at the
  time that surveying commences for such program, provided that the
  non-prefunded amount of any such multi-client program shall not exceed
  $5,000,000 in the aggregate for any such program]:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (vi)
  (ii) Capital Expenditures as of the last day of the immediately preceding
  Fiscal Quarter (or $0 in the case of a test Period which is the first Fiscal
  Quarter of a Fiscal Year):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (vii)
  (iii) Capital Expenditures permitted for the current Fiscal Year:

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (viii)
  (iv) Excess Amount carryover, if any, from the prior Fiscal Year:(1)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (ix)
  (v) Total permitted Capital Expenditures (sum of (iii) and (iv))

  	
   

  	
  $

  	
   

  	
   

  



 






(1)  100% of
the Excess Amount from the immediately preceding fiscal year, to the extent it
has not already been expended.


 

















 


SCHEDULE 4


 


PERMITTED
ACQUISITIONS


 


Permitted
Acquisitions made during the current Reporting Period pursuant to the
definition of Permitted Acquisitions:


 


[Date]     [Acquisition]         [Amount]


 


[Date]     [Acquisition]         [Amount]


 


(a) Consideration Paid:


 


Aggregate
total consideration paid in respect

of all acquisitions made after the Closing Date:           $                       


 


Maximum Permitted: $50,000,000 in the aggregate


 


(b)
Available domestic unrestricted cash (determined in accordance with GAAP),
together with undrawn amounts under the Revolving Credit Facility after giving
effect to the Permitted Acquisitions:                      $           


 


Minimum Required:    $10,000,000


 


(c)
Pro Forma Compliance:  After giving Pro
Forma Effect to the Permitted Acquisitions, Borrower is in pro forma compliance
with the Financial Covenants set forth in Section 7.13 (Total Leverage Ratio)
and Section 7.14 (Interest Coverage Ratio):   
Yes      No


 

















 


SCHEDULE 5


 


PERMITTED
DISPOSITIONS


 


[Date]     [Disposition]         [Amount]


 


[Date]     [Disposition]         [Amount]


 


Consideration
Paid:


 


Aggregate fair market value
of Dispositions made pursuant to Section 7.05(l):


$          


 


Maximum Permitted:   $10,000,000


 


Purchase price paid to the Borrower or such Subsidiary for such
Disposition shall be no less than the fair market value of such asset at the
time of such sale.


 


Amount actually received as
cash consideration:  $                        


 


Percentage
of Disposition consideration received as cash: 
            %


[To be not less than 75%]