Exhibit 10.11


 


Executed Version


 


THE LOANS MADE UNDER THIS SECOND LIEN CREDIT
AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT.  FOR INFORMATION CONCERNING SUCH ORIGINAL
ISSUE DISCOUNT, PLEASE CONTACT THE BORROWER REPRESENTATIVE WHOSE NAME, ADDRESS AND
FAX NUMBER ARE SET FORTH IN SECTION 9.01(a) OF THIS SECOND LIEN
CREDIT AGREEMENT.




 





 


SECOND LIEN CREDIT AGREEMENT



dated as of 



January 16, 2008,



among



GLOBAL GEOPHYSICAL SERVICES, INC.,



THE LENDERS PARTY HERETO



and



CREDIT SUISSE,

as Administrative Agent and Collateral Agent


 




CREDIT SUISSE SECURITIES (USA) LLC

and

JEFFERIES FINANCE LLC,

as Joint Bookrunners and Co-Lead Arrangers







 

















 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
  Article 1

  
	
  DEFINITIONS

  
	
  Section 1.01.

  	
  Defined Terms

  	
  1

  
	
  Section 1.02.

  	
  Terms Generally

  	
  20

  
	
  Section 1.03.

  	
  Pro Forma
  Calculations

  	
  21

  
	
  Section 1.04.

  	
  Classification of
  Loans and Borrowings

  	
  21

  
	
  Section 1.05.

  	
  Senior Debt

  	
  21

  
	
   

  	
   

  	
   

  
	
  Article 2

  
	
  THE CREDITS

  
	
   

  	
   

  
	
  Section 2.01.

  	
  Commitments

  	
  21

  
	
  Section 2.02.

  	
  Loans

  	
  22

  
	
  Section 2.03.

  	
  Borrowing Procedure

  	
  23

  
	
  Section 2.04.

  	
  Evidence of Debt;
  Repayment of Loans

  	
  23

  
	
  Section 2.05.

  	
  Fees

  	
  24

  
	
  Section 2.06.

  	
  Interest on Loans

  	
  25

  
	
  Section 2.07.

  	
  Default Interest

  	
  25

  
	
  Section 2.08.

  	
  Alternate Rate of
  Interest

  	
  26

  
	
  Section 2.09. 

  	
  Termination of
  Commitments

  	
  26

  
	
  Section 2.10. 

  	
  Conversion and
  Continuation of Borrowings

  	
  26

  
	
  Section 2.11.

  	
  Repayment of
  Borrowings

  	
  28

  
	
  Section 2.12.

  	
  Optional Prepayment

  	
  28

  
	
  Section 2.13.

  	
  Mandatory
  Prepayments

  	
  29

  
	
  Section 2.14.

  	
  Reserve
  Requirements; Change in Circumstances

  	
  31

  
	
  Section 2.15.

  	
  Change in Legality

  	
  32

  
	
  Section 2.16.

  	
  Indemnity

  	
  33

  
	
  Section 2.17.

  	
  Pro Rata Treatment

  	
  34

  
	
  Section 2.18.

  	
  Sharing of Setoffs

  	
  34

  
	
  Section 2.19.

  	
  Payments

  	
  34

  
	
  Section 2.20.

  	
  Taxes

  	
  35

  
	
  Section 2.21.

  	
  Assignment of Loans
  Under Certain Circumstances; Duty to Mitigate

  	
  36

  
	
  Section 2.22.

  	
  Change in Control

  	
  38

  
	
   

  	
   

  	
   

  
	
  Article 3

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  
	
  Section 3.01.

  	
  Organization;
  Power; Qualification

  	
  38

  
					



 


i

















 


	
  Section 3.02.

  	
  Ownership

  	
  38

  
	
  Section 3.03.

  	
  Authorization of
  Agreement, Loan Documents and Borrowing

  	
  39

  
	
  Section 3.04.

  	
  Compliance of
  Agreement, Loan Documents and Borrowing With Laws, Etc

  	
  39

  
	
  Section 3.05.

  	
  Compliance with
  Law; Governmental Approvals

  	
  40

  
	
  Section 3.06.

  	
  Tax Returns and
  Payments

  	
  40

  
	
  Section 3.07.

  	
  Intellectual
  Property Matters

  	
  40

  
	
  Section 3.08.

  	
  Environmental
  Matters

  	
  41

  
	
  Section 3.09.

  	
  ERISA

  	
  41

  
	
  Section 3.10.

  	
  Use of Proceeds;
  Margin Stock

  	
  43

  
	
  Section 3.11.

  	
  Government
  Regulation

  	
  43

  
	
  Section 3.12.

  	
  Material Contracts

  	
  43

  
	
  Section 3.13.

  	
  Employee Relations

  	
  43

  
	
  Section 3.14.

  	
  Burdensome
  Provisions

  	
  44

  
	
  Section 3.15.

  	
  Financial
  Statements

  	
  44

  
	
  Section 3.16.

  	
  No Material Adverse
  Change

  	
  44

  
	
  Section 3.17.

  	
  Solvency

  	
  45

  
	
  Section 3.18.

  	
  Titles to
  Properties

  	
  45

  
	
  Section 3.19.

  	
  Liens

  	
  45

  
	
  Section 3.20.

  	
  Debt and Guaranty
  Obligations

  	
  45

  
	
  Section 3.21.

  	
  Litigation

  	
  45

  
	
  Section 3.22.

  	
  Absence of Defaults

  	
  45

  
	
  Section 3.23.

  	
  Senior Debt Status

  	
  46

  
	
  Section 3.24.

  	
  Accuracy and
  Completeness of Information

  	
  46

  
	
  Section 3.25.

  	
  Sanctioned Persons

  	
  46

  
	
  Section 3.26.

  	
  Insurance

  	
  46

  
	
  Section 3.27.

  	
  Security Documents

  	
  46

  
	
   

  
	
  ARTICLE 4

  
	
  CONDITIONS OF LENDING

  
	
  Section 4.01.

  	
  Reserved

  	
  48

  
	
  Section 4.02.

  	
  Conditions
  Precedent

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
  AFFIRMATIVE COVENANTS

  
	
   

  	
   

  
	
  Section 5.01.

  	
  Financial
  Statements, Reports, Etc

  	
  51

  
	
  Section 5.02.

  	
  Notice of
  Litigation and Other Matters

  	
  54

  
	
  Section 5.03.

  	
  Accuracy of
  Information

  	
  55

  
	
  Section 5.04.

  	
  Preservation of
  Corporate Existence and Related Matters

  	
  55

  
	
  Section 5.05.

  	
  Maintenance of
  Property

  	
  56

  
	
  Section 5.06.

  	
  Insurance

  	
  56

  
	
  Section 5.07.

  	
  Accounting Methods
  and Financial Records

  	
  57

  
	
  Section 5.08.

  	
  Payment and
  Performance of Obligations

  	
  57

  
				



 


ii

















 


	
  Section 5.09.

  	
  Compliance with
  Laws and Approvals

  	
  57

  
	
  Section 5.10.

  	
  Environmental Laws

  	
  57

  
	
  Section 5.11.

  	
  ERISA

  	
  58

  
	
  Section 5.12.

  	
  Compliance with
  Agreements

  	
  58

  
	
  Section 5.13.

  	
  Visits and
  Inspections

  	
  59

  
	
  Section 5.14.

  	
  Additional
  Subsidiaries; Collateral

  	
  59

  
	
  Section 5.15.

  	
  Interest Rate
  Contracts

  	
  61

  
	
  Section 5.16.

  	
  Use of Proceeds

  	
  61

  
	
  Section 5.17.

  	
  Further Assurances

  	
  61

  
	
  Section 5.18.

  	
  Ratings

  	
  62

  
	
  Section 5.19.

  	
  Information Regarding
  Collateral

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
  NEGATIVE COVENANTS

  
	
   

  	
   

  
	
  Section 6.01.

  	
  Limitations on Debt

  	
  62

  
	
  Section 6.02.

  	
  Limitations on
  Liens

  	
  65

  
	
  Section 6.03.

  	
  Limitations on
  Loans, Advances, Investments and Acquisitions

  	
  66

  
	
  Section 6.04.

  	
  Limitations on
  Mergers and Liquidation

  	
  69

  
	
  Section 6.05.

  	
  Limitations on Sale
  of Assets

  	
  70

  
	
  Section 6.06.

  	
  Limitations on
  Dividends and Distributions

  	
  71

  
	
  Section 6.07.

  	
  Limitations on
  Exchange and Issuance of Capital Stock

  	
  72

  
	
  Section 6.08.

  	
  Transactions with
  Affiliates

  	
  72

  
	
  Section 6.09.

  	
  Certain Accounting
  Changes; Organizational Documents

  	
  73

  
	
  Section 6.10. 

  	
  Amendments;
  Payments and Prepayments of Certain Debt

  	
  74

  
	
  Section 6.11.

  	
  Restrictive
  Agreements

  	
  74

  
	
  Section 6.12.

  	
  Nature of Business

  	
  75

  
	
  Section 6.13.

  	
  Capital
  Expenditures

  	
  75

  
	
  Section 6.14.

  	
  Sale and Lease-Back
  Transactions

  	
  76

  
	
  Section 6.15.

  	
  Assets of Non-Loan
  Parties

  	
  76

  
	
  Section 6.16.

  	
  Total Leverage
  Ratio

  	
  76

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
  EVENTS OF DEFAULT

  
	
   

  	
   

  
	
  Section 7.01.

  	
  Events of Default

  	
  76

  
	
  Section 7.02.

  	
  Borrower’s Right to
  Cure

  	
  80

  
					



 


iii

















 


	
  ARTICLE 8

  	 

	
  THE ADMINISTRATIVE AGENT AND THE COLLATERAL
  AGENT

  	 

	
   

  	
   

  	 

	
  ARTICLE 9

  	 

	
  MISCELLANEOUS

  	 

	
   

  	
   

  	 

	
  Section 9.01.

  	
  Notices

  	
  84

  	 

	
  Section 9.02.

  	
  Survival of
  Agreement

  	
  84

  	 

	
  Section 9.03.

  	
  Binding Effect

  	
  85

  	 

	
  Section 9.04.

  	
  Successors and
  Assigns

  	
  85

  	 

	
  Section 9.05.

  	
  Expenses; Indemnity

  	
  89

  	 

	
  Section 9.06.

  	
  Right of Setoff

  	
  91

  	 

	
  Section 9.07.

  	
  Applicable Law

  	
  91

  	 

	
  Section 9.08.

  	
  Waivers; Amendment

  	
  91

  	 

	
  Section 9.09.

  	
  Interest Rate
  Limitation

  	
  92

  	 

	
  Section 9.10.

  	
  Entire Agreement

  	
  93

  	 

	
  Section 9.11.

  	
  WAIVER OF JURY
  TRIAL

  	
  93

  	 

	
  Section 9.12.

  	
  Severability

  	
  93

  	 

	
  Section 9.13.

  	
  Counterparts

  	
  93

  	 

	
  Section 9.14.

  	
  Headings

  	
  94

  	 

	
  Section 9.15.

  	
  Jurisdiction;
  Consent to Service of Process

  	
  94

  	 

	
  Section 9.16.

  	
  Confidentiality

  	
  94

  	 

	
  Section 9.17.

  	
  USA PATRIOT ACT
  Notice

  	
  95

  	 

	
  Section 9.18.

  	
  INTERCREDITOR
  AGREEMENT

  	
  95

  	 

	
   

  	
   

  	 

	
  SCHEDULES

  	
   

  	 

	
   

  	
   

  	 

	
  Schedule 1.01(b)

  	
  -

  	
  Mortgaged Property

  
	
  Schedule 3.01

  	
  -

  	
  Organization; Power; Qualification

  
	
  Schedule 3.02

  	
  -

  	
  Ownership

  
	
  Schedule 3.09

  	
  -

  	
  ERISA

  
	
  Schedule 3.12

  	
  -

  	
  Breaches and Defaults under Material Contracts

  
	
  Schedule 3.13

  	
  -

  	
  Labor Union

  
	
  Schedule  3.18

  	
  -

  	
  Real Property

  
	
  Schedule 3.20

  	
  -

  	
  Debt and Guaranty Obligations

  
	
  Schedule 3.21

  	
  -

  	
  Litigation

  
	
  Schedule 3.26

  	
  -

  	
  Insurance

  
	
  Schedule 3.27(a)

  	
  -

  	
  UCC Filing Offices

  
	
  Schedule 3.27(c)

  	
  -

  	
  Mortgage Filing Offices

  
	
  Schedule 3.27(d)

  	
  -

  	
  Vessel Mortgage Filing Offices

  
	
  Schedule 6.02

  	
  -

  	
  Existing Liens

  
						



 


iv

















 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Administrative Questionnaire

  
	
  Exhibit B

  	
  -

  	
  Form of Assignment and Acceptance

  
	
  Exhibit C

  	
  -

  	
  Form of Borrowing Request

  
	
  Exhibit D-1

  	
  -

  	
  Form of Collateral Agreement

  
	
  Exhibit D-2

  	
  -

  	
  Form of Guaranty Agreement

  
	
  Exhibit E

  	
  -

  	
  Form of Officer’s Compliance Certificate

  
	
  Exhibit F

  	
  -

  	
  Form of Opinion of Haynes and Boone, LLP

  
	
  Exhibit G

  	
  -

  	
  Form of Intercreditor Agreement

  
	
  Exhibit H

  	
  -

  	
  Form of Vessel Mortgage

  



 


v

















 


SECOND LIEN CREDIT AGREEMENT dated as of January 16,
2008 among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article 1), and
CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such
capacity, the “Collateral Agent”) for the
Lenders.


 


The Borrower has requested the Lenders to
extend credit in the form of term Loans (such term and each other capitalized
term used but not defined in this introductory statement having the meaning
given it in Article 1) on the Closing Date, in an aggregate principal
amount of $50,000,000.  The proceeds of
the Loans are to be used solely (v) to repay all amounts outstanding or
due under, and terminate, the Existing Credit Agreements, (w) to fund
Capital Expenditures expected to be incurred by the GGS Companies, (x) to
pay related fees and expenses, (y) to fund repurchases of shares of the
Borrower’s Class A Common Stock and Class B Common Stock to the
extent permitted under Section 6.06(e) and (z) for other general
corporate purposes.


 


The Lenders are willing to extend such credit
to the Borrower on the terms and subject to the conditions set forth
herein.   Accordingly, the parties hereto
agree as follows:


 


ARTICLE
1

DEFINITIONS


 


Section 1.01.   Defined Terms.   As used in this Agreement, the
following terms shall have the meanings specified below:


 


“ABR”, when used
in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.


 


“Adjusted LIBO Rate”
shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum equal to the product of (a) the LIBO Rate in
effect for such Interest Period and (b) Statutory Reserves.


 


“Administrative Agent Fees”
shall have the meaning assigned to such term in Section 2.05(a).


 


“Administrative
Questionnaire” shall mean an Administrative Questionnaire in the
form of Exhibit A, or such other form as may be supplied from time to time
by the Administrative Agent.


 


“Affiliate”
shall mean, with respect to any Person, any other Person which directly or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, such first Person or any of its Subsidiaries.


 

















 


The term “control” shall mean (a) the
power to vote 10% or more of the securities or other equity interests of a
Person having ordinary voting power, or (b) the possession, directly or
indirectly, of any other power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


 


“Alternate Base Rate”
shall mean, for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%.  
If the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or failure
of the Administrative Agent to obtain sufficient quotations in accordance with
the terms of the definition thereof, the Alternate Base Rate shall be
determined without regard to clause (b) of the preceding sentence until
the circumstances giving rise to such inability no longer exist.   Any change in the Alternate Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, as the case may be.


 


“Applicable Law”
shall mean all applicable provisions of constitutions, laws, statutes,
ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities and all orders
and decrees of all courts and arbitrators.


 


“Applicable Percentage”
shall mean, for any day (a) with respect to any Eurodollar Loan, 8.50% per
annum and (b) with respect to any ABR Loan, 7.50% per annum.


 


“Approved Fund”
shall mean any Person (other than a natural Person), including any special
purpose entity, that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business; provided, that
such Person must be administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


“Arrangers”
shall mean Credit Suisse Securities (USA) LLC and Jefferies Finance LLC, in
their capacities as co-lead arrangers and joint bookrunners of the Loans
hereunder.


 


 “Assignment and Acceptance” shall mean an assignment and
acceptance entered into by a Lender and an assignee, and accepted by the
Administrative Agent, in the form of Exhibit B or such other form as shall
be approved by the Administrative Agent.


 


“Available Amount”
shall mean, at any time of determination, the cumulative amount of Excess Cash
Flow for each fiscal year commencing on or


 


2

















 


after January 1, 2008, and
ending prior to the time of determination that (a) was not or is not
required to be applied to prepay the Loans and/or prepay or cash collateralize
obligations under the First Lien Credit Agreement as described in Section 2.13(f) and
(b) has not been utilized on or prior to the time of determination
pursuant to Section 6.03(c), Section 6.03(i), Section 6.05(h) or
Section 6.06(g).


 


 “Board” shall mean the Board of Governors of the Federal
Reserve System of the United States of America.


 


“Borrower” shall
mean Global Geophysical Services, Inc., a Delaware corporation.


 


“Borrower Materials”
shall have the meaning assigned to such term in Section 5.02.


 


“Borrowing”
shall mean Loans of the same Type made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is
in effect.


 


“Borrowing Request”
shall mean a request by the Borrower in accordance with the terms of Section 2.03
and substantially in the form of Exhibit C, or such other form as shall be
approved by the Administrative Agent.


 


“Business Day”
shall mean any day other than a Saturday, Sunday or day on which banks in New
York City or Houston, Texas are authorized or required by law to close; provided, however, that
when used in connection with a Eurodollar Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.


 


“Capital Expenditures”
shall mean, for any period, (a) the additions to property, plant and
equipment and other capital expenditures of the Borrower and its consolidated
Subsidiaries that are (or should be) set forth in a consolidated statement of
cash flows of the Borrower for such period prepared in accordance with GAAP and
(b) obligations in respect of Capital Leases incurred by the Borrower and
its consolidated Subsidiaries during such period; provided that
Capital Expenditures for any period shall not include (i) the purchase of any capital asset made within 365 days (or within an additional six
months if a binding agreement to reinvest is entered into with an entity that
is not an Affiliate within such 365-day period) of the sale of any asset to the
extent such purchase is effected with the proceeds of such sale made pursuant
to and in accordance with Section 2.13(d), (ii) the purchase of any
capital asset made within 365 days (or within an additional six months if a
binding agreement to reinvest is entered into with an entity that is not an
Affiliate within such 365-day period) of
the receipt of insurance or condemnation proceeds to the extent such purchase
is effected with such insurance or condemnation proceeds pursuant to and in
accordance with Section 2.13(e), (iii) any capital asset
acquired during such period as part of a


 


3

















 


Permitted Acquisition and (iv) any
capital asset purchased or acquired for consideration consisting of any
combination of (x) Equity Interests of the Borrower or (y) the then
Equity Proceeds Available Amount.


 


“Capital Lease”
shall mean any lease of any property by any Person as lessee, that should, in
accordance with GAAP, be classified and accounted for as a capital lease on a
balance sheet of such Person.  The amount
of the obligations of any Person under any Capital Lease shall be the
capitalized amount thereof determined in accordance with GAAP.


 


“Cash Equivalents”
shall have the meaning assigned to such term in Section 6.03(b).


 


A “Change in Control”
shall be deemed to have occurred if (a) any “person” or “group” (within
the meaning of Rule 13d 5 of the Securities Exchange Act of 1934 as in
effect on the date hereof), other than any of the Borrower’s shareholders of
record on the Closing Date (i) shall own, directly or indirectly,
beneficially or of record, shares representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock
of the Borrower and the percentage of the aggregate ordinary voting power
acquired by such person or group exceeds the percentage of such voting power
owned by the Kelso Investors and their Affiliates (other than any portfolio
company) or (ii) shall have obtained the power (whether or not exercised)
to elect a majority of the members of the board of directors (or similar
governing body) of the Borrower, (b) a majority of the seats (other than
vacant seats) on the board of directors of the Borrower shall at any time be
occupied by persons who were neither (i) members of the board of directors
of the Borrower on the Closing Date, (ii) nominated by the board of
directors of the Borrower nor (iii) appointed by directors so nominated,
or (c) any change in control (or similar event, however denominated) with
respect to the Borrower or any Subsidiary shall occur under and as defined in
any indenture or agreement governing Subordinated Debt to which the Borrower or
any Subsidiary is a party.


 


“Change in Law”
shall mean (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14, by any lending office of such Lender or by such
Lender’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.


 


“Closing Date”
shall mean January 16, 2008.


 


“Code” shall
mean the Internal Revenue Code of 1986, as amended from time to time.


 


4

















 


“Collateral”
shall mean all the “Collateral” as
defined in any Security Document and shall also include the Mortgaged
Properties.


 


“Collateral Agreement”
shall mean the Second Lien Collateral Agreement, substantially in the form of Exhibit D-1
hereto, among the Borrower, the Subsidiary Guarantors and the Collateral Agent
for the ratable benefit of the Secured Parties.


 


“Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make
Loans hereunder as set forth in the Register on the date hereof, as the same
may be terminated pursuant to Section 2.09.


 


“Confidential Information
Memorandum” shall mean the Confidential Information Memorandum of
the Borrower dated December 2007.


 


“Credit Facility”
shall mean the term loan facility provided for by this Agreement.


 


“Debt” of any
Person shall mean at any date and without duplication, the sum of the
following: (a) all liabilities, obligations and indebtedness for borrowed
money and all obligations evidenced by bonds, debentures, notes or other
similar instruments of such Person, (b) all obligations to pay the
deferred purchase price of property or services of such Person, excluding trade
payables arising in the ordinary course of business, and all obligations of
such Person under conditional sale or other title retention agreements relating
to property or assets purchased by such Person, (c) all obligations of
such Person as lessee under Capital Leases, (d) all Debt of any other
Person secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) a Lien on any asset of such Person,
whether or not the obligations secured thereby have been assumed; provided that, if not assumed, the amount of Debt related
thereto shall be limited to the lesser of the amount of such obligations and
the fair market value of such assets securing such obligations, (e) all
obligations, contingent or otherwise, of such Person relative to the face
amount of letters of credit, whether or not drawn, including any reimbursement
obligation in respect of any letter of credit issued under the First Lien
Credit Agreement, and banker’s acceptances issued for the account of such
Person, (f) all net payment obligations incurred by such Person pursuant
to Financial Hedging Agreements and (g) all Guaranty Obligations of such
Person of any such obligation of the type described in clauses (a) – (f) hereof
of any other Person.  The Debt of any
Person shall include the Debt of any partnership in which such Person is a
general partner.


 


“Default” shall
mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default.


 


“dollars” or “$” shall mean lawful money of the United States of America.


 


5
















 


“Domestic Subsidiaries”
shall mean all Subsidiaries incorporated or organized under the laws of the
United States of America, any State thereof or the District of Columbia.


 


“EBITDA” shall
mean, for any period, the sum of the following determined on a consolidated
basis, without duplication, for the GGS Companies:  (a) Net Income for such period plus (b) the
sum of the following, without duplication, to the extent deducted in
determining such Net Income: (i) income, property, foreign and franchise
taxes, (ii) Interest Expense, (iii) all amounts attributable to
amortization, depreciation and impairment of goodwill or other intangible
assets, (iv) extraordinary losses, other than any non-cash losses that
constitute an accrual of or reserve for future cash payments or amortization of
a prepaid cash item that was paid in a prior period, (v) unusual,
non-recurring or other non-cash charges, other than any non-cash charges that
constitute an accrual of or reserve for future cash payments or amortization of
a prepaid cash item that was paid in a prior period, (vi) unusual or
non-recurring cash charges in an aggregate amount not to exceed 5% of the
amount of EBITDA for such period prior to the adjustment provided for in this
clause (provided that any such adjustment shall
not be available more than twice during the term of this Agreement), (vii) any
fees, costs and expenses related to the Transactions or any Permitted
Acquisitions, (viii) any fees, costs, expenses or other charges incurred
in connection with any issuance of Debt or Equity Interests by any GGS Company,
and (ix) payments made pursuant to earn-out provisions of acquisition
agreements entered into in connection with Permitted Acquisitions less (c) to
the extent included in determining such Net Income, interest income and any
extraordinary, unusual or non-recurring gains or other non-cash gains.


 


“Employee Benefit Plan”
shall mean any employee benefit plan within the meaning of Section 3(3) of
ERISA which (a) is maintained for employees of the Borrower or any ERISA
Affiliate or (b) has at any time within the preceding six years been
maintained for the employees of the Borrower or any current or former ERISA
Affiliate.


 


“Environmental Claims”
shall mean any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigations (other than internal reports prepared by any Person in the
ordinary course of business and not in response to any third party action or
request of any kind) or proceedings relating in any way to any actual or
alleged violation of or liability under any Environmental Law or relating to
any permit issued, or any approval given, under any such Environmental Law,
including any and all claims by Governmental Authorities for enforcement,
cleanup, removal, response, remedial or other actions or damages, contribution,
indemnification cost recovery, compensation or injunctive relief resulting from
Hazardous Materials or arising from alleged injury or threat of injury to human
health or the environment.


 


6

















 


“Environmental Laws”
shall mean any and all federal, foreign, state, provincial and local laws,
statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to
the protection of human health or the environment, including requirements
pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting,
investigation or remediation of Hazardous Materials.


 


“Equity Interests”
shall mean shares of capital stock, partnership interests, membership interests
in a limited liability company, beneficial interests in a trust or other equity
interests in any person, and any option, warrant or other right entitling the
holder thereof to purchase or otherwise acquire any such equity interest.


 


“Equity Proceeds
Available Amount” shall mean, at any
time of determination, the cumulative amount of Net Cash Proceeds of any
offering or sale of Equity Interests by the Borrower (other than to any GGS
Company) after the Closing Date and on or prior to the time of determination
that (a) was not or is not required to be applied to prepay the Loans
and/or prepay or cash collateralize obligations under the First Lien Credit
Agreement as described in Section 2.13(c) and (b) has not been
utilized on or prior to the time of determination pursuant to clause (iv)(y) of
the proviso to the definition of “Capital Expenditures”, Section 6.03(c), Section 6.03(i),
Section 6.05(h), Section 6.06(h) or Section 6.15 or as a
Specified Equity Contribution pursuant to Section 7.02 or as a “Specified
Equity Contribution” pursuant to Section 7.02 of the First Lien Credit
Agreement.


 


“ERISA” shall
mean the Employee Retirement Income Security Act of 1974 and the rules and
regulations thereunder, as the same may be amended from time to time.


 


“ERISA Affiliate”
shall mean any Person who together with the Borrower is treated as a single
employer within the meaning of Section 414(b), (c), (m) or (o) of
the Code or Section 4001(b) of ERISA.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted LIBO Rate.


 


“Event of Default”
shall have the meaning assigned to such term in Section 7.01.


 


“Excess Cash Flow”
shall mean, for any period of determination, the sum of the following
determined on a consolidated basis, without duplication, for the GGS Companies:
(a) EBITDA for such period, adjusted to exclude any gains or losses
attributable to any events as a result of which a prepayment of the Loans
and/or a prepayment or cash collateralization of the obligations under the
First Lien Credit Agreement is required pursuant to Section 2.13(d) or
Section 2.13(e),


 


7

















 


minus (b) income,
property, foreign and franchise taxes payable in cash for such period, minus (c) Interest
Expense (paid in cash) during such period, minus (d) permanent repayments
of Debt permitted hereunder (other than mandatory prepayments of Loans and term
loans under the First Lien Credit Agreement under Section 2.13) made in
cash by the GGS Companies during such period, but only to the extent that the
Debt so prepaid by its terms cannot be reborrowed or redrawn and such
prepayments do not occur in connection with a refinancing of all or any portion
of such Debt, minus (e) Capital Expenditures made in cash in accordance
with Section 6.13 during such period, except to the extent financed with
the proceeds of Debt (including, for the avoidance of doubt, Debt previously or
contemporaneously incurred under the Loan Documents or the First Lien Loan
Documents) or equity issuances or other proceeds that would not be included in
EBITDA, minus (f) cash investments in Permitted Acquisitions during such
period, except to the extent financed with the proceeds of Debt (including, for
the avoidance of doubt, Debt previously or contemporaneously incurred under the
Loan Documents or the First Lien Loan Documents), equity issuances, casualty
proceeds, condemnation proceeds or other proceeds that would not be included in
EBITDA, minus (g) cash payments made during such period pursuant to
earn-out provisions of acquisition agreements entered into in connection with
Permitted Acquisitions, minus (h) any extraordinary, non-recurring or
unusual charges, losses or expenses to the extent paid in cash and added to Net
Income in determining EBITDA for such period, plus or minus (as applicable) (i) net
changes in working capital during such period (other than cash and Cash
Equivalents), minus (j) any fees, costs and expenses related to the Transactions
and incurred during such period and minus (k) any fees, costs, expenses or
other cash charges incurred during such period in connection with any issuance
of Debt or Equity Interests by any GGS Company.


 


“Excluded Taxes”
shall mean, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any other jurisdiction
described in clause (a) above and (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Borrower under Section 2.21(a)),
any withholding tax that is imposed on amounts payable to such Foreign Lender
at the time such Foreign Lender becomes a party to this Agreement (or
designates a new lending office) or is attributable to such Foreign Lender’s
failure to comply with Section 2.20(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.20(a).


 


8

















 


“Existing Credit Agreements”
shall mean, collectively, (i) the First Lien Credit Agreement dated as of February 7,
2007 among the Borrower, the lenders party thereto, and Credit Suisse, as
administrative agent and collateral agent, together with all collateral and
guarantee documents executed in connection therewith and (ii) the Second
Lien Credit Agreement dated as of February 7, 2007 among the Borrower, the
lenders party thereto, and Credit Suisse, as administrative agent and
collateral agent, together with all collateral and guarantee documents executed
in connection therewith, in each case as in effect immediately prior to the
Closing Date.


 


“FDIC” shall
mean the Federal Deposit Insurance Corporation, or any successor thereto.


 


“Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.


 


“Fee Letter”
shall mean the Fee Letter dated December 3, 2007, among the Borrower, the
Arrangers and the Administrative Agent.


 


“Fees” shall
mean the fees payable hereunder, under any other Loan Document or under the Fee
Letter, including, without limitation, the Administrative Agent Fees and the
fees payable under Section 2.05(b) and 2.05(c).


 


“Financial Covenant”
shall mean the covenant set forth in Section 6.16.


 


“Financial Hedging
Agreement” shall mean any agreement with respect to any Interest
Rate Contract or Foreign Exchange Agreement, all as amended, restated,
supplemented or otherwise modified from time to time.


 


“Financial Officer”
of any person shall mean the chief financial officer, principal accounting
officer, treasurer or controller of such person.


 


“First Lien Credit
Agreement” shall mean the First Lien Credit Agreement dated as of
even date herewith, among the Borrower, the lenders from time to time party
thereto and Credit Suisse, as administrative agent and collateral agent, as
amended, restated, supplemented or otherwise modified from time to time in
accordance with the provisions of the Intercreditor Agreement.


 


“First Lien Credit Facility”
shall mean the revolving credit, swingline, letter of credit and term loan
facilities provided for by the First Lien Credit Agreement.


 


9

















 


“First Lien Event of
Default” shall have the meaning assigned thereto in Section 7.01(g).


 


“First Lien Loan Documents”
shall mean the “Loan Documents” as defined in the
First Lien Credit Agreement.


 


“First Priority Liens”
shall have the meaning assigned to such term in the Intercreditor Agreement.


 


“Foreign Exchange Agreement”
shall mean any agreement with respect to any forward foreign exchange
agreement, currency swap agreement, cross-currency rate swap agreement,
currency option agreement or other agreement or arrangement designed to alter
the risks of any Person arising from fluctuations in currency values, all as
amended, restated, supplemented or otherwise modified from time to time.


 


“Foreign Lender”
shall mean any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is located. 
For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.


 


“Foreign Subsidiary”
shall mean any Subsidiary that is not a Domestic Subsidiary.


 


“GAAP” shall
mean United States generally accepted accounting principles applied on a
consistent basis.


 


“GGS Companies”  shall mean the Borrower and the Subsidiaries.


 


“Governmental Approvals”
shall mean all authorizations, consents, approvals, licenses and exemptions of,
registrations and filings with, and reports to, all Governmental Authorities.


 


“Governmental Authority”
shall mean the government of the United States or any other nation, or of any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


 


“Granting Lender”
shall have the meaning assigned to such term in Section 9.04(i).


 


“Guaranty Agreement”
shall mean the Second Lien Guaranty Agreement, substantially in the form of Exhibit D-2
hereto, executed by the Subsidiary Guarantors in favor of the Administrative
Agent for the ratable benefit of itself and the other Secured Parties.


 


10

















 


“Guaranty Obligation”
shall mean, with respect to any Person, without duplication, any obligation,
contingent or otherwise, of any such Person pursuant to which such Person has
directly or indirectly guaranteed any Debt or other obligation of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of any such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep well, to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement condition or
otherwise) or (b) entered into for the purpose of assuring in any other
manner the obligee of such Debt or other obligation of the payment thereof or
to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty Obligation shall not
include endorsements for collection or deposit in the ordinary course of
business.


 


“Hazardous Materials”
shall mean any substances or materials (a) which are or become defined as
hazardous wastes, hazardous substances, pollutants, contaminants, chemical
substances or mixtures or toxic substances under any Environmental Law, (b) which
are toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise harmful to human health or the environment
and are or become regulated by any Governmental Authority, (c) the
presence of which require investigation or remediation under any Environmental
Law or common law, (d) the discharge or emission or release of which
requires a permit or license under any Environmental Law or other Governmental
Approval, (e) which are deemed to constitute a nuisance or a trespass
which pose a health or safety hazard to Persons or neighboring properties, (f) which
consist of underground or aboveground storage tanks, whether empty, filled or
partially filled with any substance, or (g) which contain, without
limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam
insulation, petroleum hydrocarbons, petroleum derived substances or waste,
crude oil, nuclear fuel, natural gas or synthetic gas.


 


“Inactive Subsidiary” shall mean any
Subsidiary that (a) has assets with a book value not in excess of $100,000
and (b) does not have any Debt outstanding.


 


“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.


 


“Intercreditor Agreement”
shall mean the Intercreditor Agreement, substantially in the form of Exhibit G,
among the GGS Companies from time to time party thereto, the First Lien
Administrative Agent (as defined therein) and the Second Lien Administrative
Agent (as defined therein).


 


“Interest Expense”
shall mean, with respect to the GGS Companies for any period, the gross
interest expense paid or payable (including interest expense attributable to
Capital Leases and all net payment obligations pursuant to Financial Hedging
Agreements and excluding the effect of any changes in fair


 


11

















 


value with respect to any
Financial Hedging Agreements) of the GGS Companies, all determined for such
period on a consolidated basis, without duplication.


 


“Interest Payment Date”
shall mean (a) with respect to any ABR Loan, the last Business Day of each
March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months’ duration, each day that would have
been an Interest Payment Date had successive Interest Periods of three months’
duration been applicable to such Borrowing.


 


“Interest Period”
shall mean, with respect to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day (or,
if there is no numerically corresponding day, on the last day) in the calendar
month that is 1, 2, 3 or 6 months thereafter (or 9 or twelve months thereafter
if, at the time of such Borrowing, all Lenders participating therein agree to
make an interest period of such duration available), as the Borrower may elect;
provided, however,
that if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business
Day.  Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of
such Interest Period.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.


 


“Interest Rate Contract”
shall mean any interest rate swap agreement, interest rate cap agreement,
interest rate floor agreement, interest rate collar agreement, interest rate
option, forward rate agreement, any agreement or arrangement designed to alter
the risks of any Person arising from fluctuations in interest rates, or any other
agreement regarding the hedging of interest rate risk exposure executed in
connection with hedging the interest rate exposure of any Person and any
confirming letter executed pursuant to such agreement, all as amended,
restated, supplemented or otherwise modified from time to time.


 


“Kelso Agreement”
shall mean that certain letter agreement between the Borrower and Kelso &
Company, L.P. dated as of December 1, 2006, as in effect on the Closing
Date.


 


“Kelso Investors”
shall mean Kelso Investment Associates VII, L.P.  and KEP VI, LLC.


 


“Lenders” shall
mean (a) the persons listed in the Register on the date hereof (other than
any such person that has ceased to be a party hereto pursuant to an Assignment
and Acceptance) and (b) any person that has become a party hereto pursuant
to an Assignment and Acceptance.


 


12

















 


“LIBO Rate”
shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
the rate per annum determined by the Administrative Agent at approximately
11:00 a.m.  (London time) on the
date that is two Business Days prior to the commencement of such Interest
Period by reference to the British Bankers’ Association Interest Settlement
Rates for deposits in dollars (as set forth by the Bloomberg Information
Service or any successor thereto or any other service selected by the
Administrative Agent that has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying
such rates) for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBO Rate” shall be the interest
rate per annum determined by the Administrative Agent to be the average of the
rates per annum at which deposits in dollars are offered for such relevant
Interest Period to major banks in the London interbank market in London,
England by the Administrative Agent at approximately 11:00 a.m.  (London time) on the date that is two
Business Days prior to the beginning of such Interest Period.


 


“Lien” shall
mean, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities.


 


“Loan Documents”
shall mean this Agreement, the Security Documents and the promissory notes, if
any, executed and delivered pursuant to Section 2.04(e).


 


“Loan Parties”
shall mean the Borrower and the Subsidiary Guarantors.


 


“Loans” shall
mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01.


 


“Material Adverse Effect”
shall mean (a) a materially adverse effect on the properties, business,
operations, operating results or condition (financial or otherwise) of the GGS
Companies, taken as a whole, (b) a material impairment of the ability of
either (x) the Borrower or (y) the Loan Parties, taken as a whole, to
perform any of its or their obligations under any Loan Document to which it or
they are or will be a party or (c) a material impairment of the rights and
remedies of or benefits available to the Lenders under the Loan Documents.


 


“Material Contract”
shall mean (a) any contract or other agreement, written or oral, of any
GGS Company involving monetary liability of or to any such Person in an amount
in excess of $2,500,000 per annum, or (b) any other contract or agreement,
written or oral, of any GGS Company the failure to comply with which could
reasonably be expected to have a Material Adverse Effect.


 


13

















 


“Maturity Date”
shall mean the date that is seven years and six months after the Closing Date
or, if such date is not a Business Day, the immediately preceding Business Day.


 


“Moody’s” shall
mean Moody’s Investors Service, Inc., or any successor thereto.


 


“Mortgaged Properties”
shall mean, initially, the owned real properties and leasehold and subleasehold
interests of the Loan Parties specified on Schedule 1.01(b) and shall
include each other parcel of real property and improvements thereto with
respect to which a Mortgage is granted pursuant to Section 5.14 or Section 5.17.


 


“Mortgage Requirement”
shall have the meaning assigned to such term in Section 5.14(d).


 


“Mortgages”
shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of
leases and rents, modifications and other security documents delivered pursuant
to Section 5.14 or Section 5.17, each in form and substance
reasonably acceptable to the Administrative Agent.


 


“Multiemployer Plan”
shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which the Borrower or any ERISA Affiliate is making, or is accruing an
obligation to make, or has accrued an obligation to make contributions within
the preceding six years.


 


“Net Cash Proceeds”
shall mean, as applicable, (a) with respect to any sale or other
disposition of assets, the gross cash proceeds received (including cash
proceeds subsequently received (as and when received) in respect of noncash
consideration initially received) by any GGS Company from such sale or other
disposition less the sum of (i) all income taxes and other taxes assessed
by a Governmental Authority as a result of such sale or other disposition and
any other reasonable fees, costs and expenses incurred in connection therewith
(including reasonable legal fees) and (ii) the principal amount of,
premium, if any, and interest on any Debt secured by a Lien on the asset (or a
portion thereof) sold or disposed, which Debt is required to be repaid in
connection with such sale or other disposition, (b) with respect to any
offering of any Equity Interest or issuance of Debt, the gross cash proceeds
received by any GGS Company therefrom less all legal and other customary
underwriting and other fees, costs and expenses incurred in connection
therewith and (c) with respect to any payment under an insurance policy or
in connection with a condemnation proceeding, the amount of cash proceeds
received by any GGS Company from an insurance company or Governmental
Authority, as applicable, net of all reasonable costs and expenses of
collection (including reasonable legal fees).


 


“Net Income”
shall mean, for any period of determination, the net income (or loss) of the
GGS Companies for such period, determined on a consolidated


 


14

















 


basis; provided
that there shall be excluded from Net Income (a) the net income (or loss)
of any Person in which any GGS Company has a joint interest with a third party
(other than any director or other person holding qualifying shares in
accordance with applicable law), except to the extent such net income is
actually paid to the Borrower or any wholly owned GGS Company by dividend or
other distribution during such period, (b) the net income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with any GGS Company or that Person’s assets are acquired by any
GGS Company except to the extent included pursuant to the foregoing clause (a) and
(c) the income of any Subsidiary to the extent that the declaration or
payment of dividends or similar distributions by the Subsidiary of that income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, statute, rule or governmental
regulation applicable to such Subsidiary; and provided
further that there shall be excluded from Net Income any item of
income or expense relating to change in fair value of any Financial Hedging
Agreement.


 


“Obligations”
shall mean, in each case, whether now in existence or hereafter arising: (a) the
principal of and premium, if any, and interest on (including interest accruing
after the filing of any bankruptcy or similar petition (or that would accrue
but for the operation of applicable bankruptcy or insolvency laws), regardless
of whether allowed or allowable in such proceeding) the Loans and (b) all
other fees and commissions (including reasonable attorneys’ fees), charges,
indebtedness, loans, liabilities, indemnities, financial accommodations,
obligations, covenants and duties owing by any GGS Company to the Lenders or
the Administrative Agent or the Collateral Agent (including any obligations
accruing after the filing of any bankruptcy or similar petition (or that would
accrue but for the operation of applicable bankruptcy or insolvency laws),
regardless of whether allowed or allowable in such proceeding), in each case
under or in respect of this Agreement, any promissory notes executed and
delivered pursuant to Section 2.04(e), or any of the other Loan Documents
of every kind, nature and description, direct or indirect, absolute or
contingent, due or to become due, liquidated or unliquidated, and whether or
not evidenced by any note.


 


“OFAC” shall
have the meaning assigned to such term in Section 3.25.


 


“Officer’s Compliance
Certificate” shall have the meaning assigned to such term in Section 5.01(d).


 


“Other Taxes”
shall mean any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.


 


15

















 


“Owned Real Property”
shall mean the real property owned by the Borrower and located at 13927 S.
Gessner, Missouri City, Texas, and intended for use as the corporate
headquarters of the Borrower.


 


“PBGC” shall
mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Pension Plan”
shall mean any Employee Benefit Plan, other than a Multiemployer Plan, which is
subject to the provisions of Title IV of ERISA or Section 412 of the Code
and which (a) is maintained for the employees of the Borrower or any ERISA
Affiliates or (b) has at any time within the preceding six years been
maintained for the employees of the Borrower or any of its current or former
ERISA Affiliates.


 


“Perfection Certificate”
shall mean the Perfection Certificate substantially in the form of Exhibit A
to the Collateral Agreement.


 


“Permitted Acquisition”
shall have the meaning assigned to such term in Section 6.03(c).


 


“Person” or “person” shall mean any natural person, corporation, business
trust, joint venture, association, company, limited liability company,
partnership, Governmental Authority or other entity.


 


“Platform” shall
have the meaning assigned to such term in Section 5.02.


 


“Pledged Debt”
shall mean any debt instrument constituting Collateral under any of the
Security Documents.


 


“Pledged Equity”
shall mean any certificated equity security constituting Collateral under any
of the Security Documents.


 


“Prime Rate”
shall mean the rate of interest per annum determined from time to time by
Credit Suisse as its prime rate in effect at its principal office in New York
City and notified to the Borrower.


 


“Public Lender”
shall have the meaning assigned to such term in Section 5.02.


 


“Register” shall
have the meaning assigned to such term in Section 9.04(d).


 


“Regulation T” shall mean Regulation T of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


“Regulation U” shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.


 


16
















 


“Regulation X”
shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.


 


“Related Fund” shall mean,
with respect to any Lender that is a fund or commingled investment vehicle that
invests in bank loans, any other fund that invests in bank loans and is managed
or advised by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.


 


“Related Parties”
shall mean, with respect to any specified person, such person’s Affiliates and
the respective directors, trustees, officers, employees, agents, advisors and
members of such person and such person’s Affiliates.


 


“Required Lenders”
shall mean, at any time, Lenders having Loans and unused Commitments representing
more than 50% of the sum of all Loans outstanding and unused Commitments at
such time.


 


“Responsible Officer”
of any person shall mean any executive officer or Financial Officer of such
person and any other officer or similar official thereof responsible for the
administration of the obligations of such person in respect of this Agreement.


 


“Secured Parties”
shall mean (a) the Lenders, (b) the Administrative Agent and the
Collateral Agent, (c) the beneficiaries of each indemnification obligation
undertaken by any GGS Company under any Loan Document and (d) the
successors and assigns of each of the foregoing.


 


“Security Documents”
shall mean the Guaranty Agreement, the Collateral Agreement, the Intercreditor
Agreement, the Mortgages, the Vessel Mortgages and each other agreement or
writing pursuant to which any GGS Company purports to pledge or grant a
security interest in any property or assets securing the Obligations or any
such Person purports to guaranty the payment and/or performance of the Obligations
(including pursuant to Section 5.14 or Section 5.17).


 


“Series A Preferred
Stock” shall mean the Series “A” Convertible Preferred Stock of
the Borrower, the terms and conditions of which are set forth in the Second
Amended and Restated Certificate of Designation dated December 1, 2006.


 


“Solvent” shall
mean, as to any Person on a particular date, that any such Person (a) has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is able to pay its debts as
they mature, (b) owns property having a value, both at fair valuation and
at present fair saleable value, greater than the amount required to pay its
probable liabilities (including contingencies), and (c) does not believe
that it will incur debts or liabilities beyond its ability to pay such debts or
liabilities as they mature.


 


17

















 


“SPC” shall have
the meaning assigned to such term in Section 9.04(i).


 


“S&P” shall
mean Standard & Poor’s Ratings Service, or any successor thereto.


 


“Specified Equity
Contribution” shall have the meaning assigned to such term in Section 7.02.


 


“Sponsor” shall
mean Kelso & Company, L.P., a Delaware limited partnership.


 


“Statutory Reserves”
shall mean a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board and
any other banking authority, domestic or foreign, to which the Administrative
Agent or any Lender (including any branch, Affiliate or other fronting office
making or holding a Loan) is subject for Eurocurrency Liabilities (as defined
in Regulation D of the Board).  
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities
as defined in Regulation D of the Board) and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation
D.  Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.


 


“Subordinated Debt”
shall mean the collective reference to any Debt of the Loan Parties that
satisfies the conditions in the proviso to Section 6.01(l).


 


“subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, limited liability
company, association or other business entity (a) of which securities or
other ownership interests representing more than 50% of the equity or more than
50% of the ordinary voting power or more than 50% of the general partnership
interests are, at the time any determination is being made, owned, controlled
or held, or (b) that is, at the time any determination is made, otherwise
controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.


 


“Subsidiary”
shall mean any subsidiary of the Borrower.


 


“Subsidiary Guarantor”
shall mean each Subsidiary that is or becomes a party to the Guaranty
Agreement.


 


“Taxes” shall
mean any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.


 


18

















 


“Termination Event”
shall mean except for any such event or condition that could not reasonably be
expected to have a Material Adverse Effect: (a) a “Reportable Event”
described in Section 4043 of ERISA for which the notice requirement has
not been waived by the PBGC, or (b) the withdrawal of the Borrower or any
ERISA Affiliate from a Pension Plan during a plan year in which it was a
“substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the
termination of a Pension Plan, the filing of a notice of intent to terminate a
Pension Plan or the treatment of a Pension Plan amendment as a termination,
under Section 4041 of ERISA, if the plan assets are not sufficient to pay
all plan liabilities, or (d) the institution of proceedings to terminate,
or the appointment of a trustee with respect to, any Pension Plan by the PBGC,
or (e) any other event or condition which would constitute grounds under Section 4042(a) of
ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan, or (f) the imposition of a Lien pursuant to Section 412
of the Code or Section 302 of ERISA, or (g) the partial or complete
withdrawal of the Borrower of any ERISA Affiliate from a Multiemployer Plan if
withdrawal liability is asserted by such plan, or (h) any event or
condition which results in the reorganization or insolvency of a Multiemployer
Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition
which results in the termination of a Multiemployer Plan under Section 4041A
of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer
Plan under Section 4042 of ERISA.


 


“Termination Notice”
shall have the meaning assigned to such term in Section 2.22.


 


“Total Debt”
shall mean, at any time, the total Debt of the Borrower and the Subsidiaries at
such time (excluding Debt of the type described in clause (e) of the
definition of such term in respect of any letter of credit, except to the
extent of any unreimbursed drawings thereunder, and Debt of the type described
in clause (f) of the definition of such term).


 


“Total Leverage Ratio”
shall mean, on any date, the ratio of (a) Total Debt on such date to (b) EBITDA
for the period of four consecutive fiscal quarters most recently ended on or
prior to such date.  In any period of
four consecutive fiscal quarters in which a Permitted Acquisition occurs, the
Total Leverage Ratio shall be determined on a pro forma basis in accordance
with Section 1.03.


 


“Transactions”
shall mean, collectively, (a) the execution, delivery and performance by
the Loan Parties of the Loan Documents to which they are a party and the making
of the Borrowings hereunder, (b) the execution, delivery and performance
by the Loan Parties of the First Lien Loan Documents to which they are a party
and the making of borrowings and the extension of credit thereunder, (c) the
repayment of all amounts due or outstanding under or in respect of, and the
termination of, the Existing Credit Agreements and (d) the payment of
related fees and expenses.


 


19

















 


“Type”, when
used in respect of any Loan or Borrowing, shall refer to the Rate by reference
to which interest on such Loan or on the Loans comprising such Borrowing is
determined.  For purposes hereof, the
term “Rate” shall mean the Adjusted LIBO Rate
and the Alternate Base Rate.


 


“USA PATRIOT Act”
shall mean The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of
Pub.  L. 
No.  107-56 (signed into law October 26, 2001)).


 


“Vessel Mortgages”
shall mean the preferred fleet mortgages, ship mortgages and other security
documents delivered pursuant to Section 5.14 or Section 5.17, each
substantially in the form of Exhibit H.


 


“Weinman Acquisition”
shall mean the acquisition of all or substantially all of the assets of Weinman
GeoScience, Inc. by the Borrower and/or a Subsidiary Guarantor in
accordance in all material respects with the terms and provisions set forth in
that certain letter agreement dated December 6, 2007 by and among the
Borrower, Weinman GeoScience, Inc., Barry Weinman and Jane Weinman; provided, however, that
any Debt incurred by the Borrower and/or any Subsidiary (other than Debt
permitted under Section 6.01(o)) must be Subordinated Debt permitted under
Section 6.01(s); provided further
that there is no amendment to such letter agreement that is adverse to the
Lenders without the written consent of the Administrative Agent.


 


“wholly owned Subsidiary”
of any person shall mean a subsidiary of such person of which securities
(except for directors’ qualifying shares) or other ownership interests representing
100% of the Equity Interests are, at the time any determination is being made,
owned, controlled or held by such person or one or more wholly owned
Subsidiaries of such person or by such person and one or more wholly owned
Subsidiaries of such person.


 


Section 1.02.   Terms Generally.   The definitions in Section 1.01
shall apply equally to both the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase
“without limitation”.  The word “will”
shall be construed to have the same meaning and effect as the word “shall”; and
the words “asset” and “property” shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.  All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.  Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or



 


20

















 


financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided,
however, that if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in Article 6
or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant
(or if the Administrative Agent notifies the Borrower that the Required Lenders
wish to amend Article 6 or any related definition for such purpose), then
the Borrower’s compliance with such covenant shall be determined on the basis
of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to the Borrower and the Required Lenders.


 


Section 1.03.   Pro Forma Calculations.   With respect to any period of
four consecutive fiscal quarters during which any Permitted Acquisition occurs
(and for purposes of determining whether an acquisition is a Permitted
Acquisition under Section 6.03(c) or would result in a Default or an
Event of Default), the Total Leverage Ratio shall be calculated with respect to
such period on a pro forma basis after giving effect to such Permitted
Acquisition (including, without duplication, (a) all pro forma adjustments
permitted or required by Article 11 of Regulation S-X under the Securities
Act of 1933, as amended, and (b) pro forma adjustments for cost savings
(net of continuing associated expenses) to the extent such cost savings are
factually supportable, are expected to have a continuing impact and have been
realized or are reasonably expected to be realized within 12 months following
such Permitted Acquisition; provided that
all such adjustments shall be set forth in a reasonably detailed certificate of
a Financial Officer of the Borrower), using, for purposes of making such
calculations, the historical financial statements of the Borrower and the
Subsidiaries which shall be reformulated as if such Permitted Acquisition, and
any other Permitted Acquisitions that have been consummated during the period,
had been consummated on the first day of such period.


 


Section 1.04.   Classification of Loans and
Borrowings.   For purposes of
this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurocurrency Loan”).  Borrowings also may be classified and
referred to by Type (e.g., a “Eurocurrency Borrowing”).


 


Section 1.05.   Senior Debt.   The Loans and other Obligations
under the Loan Documents are hereby designated as “Senior Debt”
and “Designated Senior Debt” under all
instruments and documents, now or in the future, relating to the Subordinated
Debt.


 


ARTICLE 2

THE CREDITS


 


Section 2.01.   Commitments.   Subject to the terms and
conditions and relying upon the representations and warranties herein set
forth, each Lender 


 


21

















 


agrees, severally and not jointly, to make a
term Loan to the Borrower on the Closing Date in a principal amount not to
exceed its Commitment provided that
the amount payable by such Lender to the Borrower pursuant to such term Loan
will equal 97% of the aggregate principal amount of such term Loan.  Amounts paid or prepaid in respect of Loans
may not be reborrowed.


 


Section 2.02.   Loans.   (a)   Each Loan
shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their Commitments; provided,
however, that the failure of any Lender
to make any Loan shall not in itself relieve any other Lender of its obligation
to lend hereunder (it being understood, however, that no Lender shall be
responsible for the failure of any other Lender to make any Loan required to be
made by such other Lender).  The Loans
comprising any Borrowing shall be in an aggregate principal amount that is (i) an
integral multiple of $250,000 and not less than $1,000,000 or (ii) equal
to the remaining available balance of the applicable Commitments.


 


(b)        Subject to Sections 2.08 and 2.15, each Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
pursuant to Section 2.03.  Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the terms
of this Agreement.  Borrowings of more
than one Type may be outstanding at the same time; provided,
however, that the Borrower shall not be
entitled to request any Borrowing that, if made, would result in more than
eight Eurodollar Borrowings outstanding hereunder at any time.  For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.


 


(c)        Each Lender shall make each Loan to be made by it hereunder
on the proposed date thereof by wire transfer of immediately available funds to
such account in New York City as the Administrative Agent may designate not
later than 1:00 p.m., New York City time, and the Administrative Agent
shall promptly credit the amounts so received to an account designated by the
Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur
on such date because any condition precedent herein specified shall not have
been met, return the amounts so received to the respective Lenders.


 


(d)        Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount.  If the
Administrative Agent shall have so made funds 


 


22

















 


available then, to the
extent that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower to but excluding the date such amount is repaid to the
Administrative Agent at (i) in the case of the Borrower, a rate per annum
equal to the interest rate applicable at the time to the Loans comprising such
Borrowing and (ii) in the case of such Lender, a rate determined by the
Administrative Agent to represent its cost of overnight or short term funds
(which determination shall be conclusive absent manifest error).  If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount shall constitute such Lender’s
Loan as part of such Borrowing for purposes of this Agreement.


 


Section 2.03.   Borrowing Procedure.   In order to request a Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City
time, three Business Days before a proposed Borrowing, and (b) in the case
of an ABR Borrowing, not later than 12:00 noon, New York City time, one
Business Day before a proposed Borrowing. 
Each such telephonic Borrowing Request shall be irrevocable, and shall
be confirmed promptly by hand delivery or fax to the Administrative Agent of a
written Borrowing Request and shall specify the following information: (i) whether
such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that, until the Administrative Agent shall have
notified the Borrower that the primary syndication of the Commitments has been
completed (which notice shall be given as promptly as practicable and, in any
event, within 14 Business Days after the Closing Date), the Borrower shall not
be permitted to request a Eurodollar Borrowing with an Interest Period in
excess of one month); (ii) the date of such Borrowing (which shall be a
Business Day); (iii) the number and location of the account to which funds
are to be disbursed; (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto; provided, however,
that, notwithstanding any contrary specification in any Borrowing Request, each
requested Borrowing shall comply with the requirements set forth in Section 2.02.  If no election as to the Type of Borrowing is
specified in any such notice, then the requested Borrowing shall be an ABR
Borrowing.  If no Interest Period with
respect to any Eurodollar Borrowing is specified in any such notice, then the
Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  The Administrative Agent shall
promptly advise the Lenders of any notice given pursuant to this Section 2.03
(and the contents thereof), and of each Lender’s portion of the requested
Borrowing.  Only one request for a
Borrowing may be made hereunder.


 


Section 2.04.   Evidence of Debt; Repayment
of Loans.  (a) The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the 


 


23

















 


account of each Lender the principal amount
of each Loan of such Lender as provided in Section 2.11.


 


(b)        Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender
from time to time under this Agreement.


 


(c)        The Administrative Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Type thereof
and, if applicable, the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder from the Borrower or any
Subsidiary Guarantor and each Lender’s share thereof.


 


(d)        The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) above shall be prima facie
evidence of the existence and amounts of the obligations therein recorded; provided, however, that
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligations of the
Borrower to repay the Loans in accordance with their terms.


 


(e)        Any Lender may request that Loans made by it hereunder be
evidenced by a promissory note.  In such
event, the Borrower shall execute and deliver to such Lender a promissory note
payable to such Lender and its registered assigns and in a form and substance
reasonably acceptable to the Administrative Agent and the Borrower.  Notwithstanding any other provision of this
Agreement, in the event any Lender shall request and receive such a promissory
note, the interests represented by such note shall at all times (including
after any assignment of all or part of such interests pursuant to Section 9.04)
be represented by one or more promissory notes payable to the payee named
therein or its registered assigns.


 


Section 2.05.  Fees.  (a)  The Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fees set forth in
the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).


 


(b)        In the event that the Loans are prepaid in whole or in part
pursuant to Section 2.12(a) or in the event of an assignment of Loans
pursuant to Section 2.21(a), in each case, on or prior to the third
anniversary of the Closing Date, the Borrower shall pay to the Lenders a
prepayment fee on the principal amount so prepaid, assigned or paid, as the
case may be, as follows:


 


24

















 


	
  Relevant Period

  	
   

  	
  Prepayment premium as a percentage

  of the principal amount so prepaid

  	
   

  
	
  On or prior to the first anniversary of the
  Closing Date

  	
   

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the first anniversary of the Closing
  Date and on or prior to the second anniversary of the Closing Date

  	
   

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  After the second anniversary of the Closing
  Date and on or prior to the third anniversary of the Closing Date

  	
   

  	
  1.00

  	
  %

  



 


(c)        If a Change in Control occurs, the Borrower shall pay to each
Lender who delivers a Termination Notice in accordance with Section 2.22 a
prepayment fee on the principal amount of such Lender’s Loans equal to 1.00%.


 


(d)        All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, if and as
appropriate, among the Lenders.  Once
paid, none of the Fees shall be refundable under any circumstances.


 


Section 2.06.   Interest on Loans.   (a)  Subject to the provisions of Section 2.07,
the Loans comprising each ABR Borrowing shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when the Alternate Base Rate is determined by reference to the
Prime Rate and over a year of 360 days at all other times and calculated from
and including the date of such Borrowing to but excluding the date of repayment
thereof) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Percentage in effect from time to time.


 


(b)        Subject to the provisions of Section 2.07, the Loans
comprising each Eurodollar Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal to the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Percentage in effect from time to time.


 


(c)        Interest on each Loan shall be payable on the Interest
Payment Dates applicable to such Loan except as otherwise provided in this
Agreement.  The applicable Alternate Base
Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest
Period, as the case may be, shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.


 


Section 2.07.   Default Interest.   Upon the occurrence and during the continuance
of any Event of Default arising under Sections 7.01(a), 7.01(b), 7.01(i) or
7.01(j) or, at the election of the Required Lenders, upon the occurrence
and continuance of any other Event of Default, to the extent permitted by law,
all amounts outstanding under this Agreement and the other Loan Documents shall
bear interest (after as well as before judgment), payable on demand, (a) in
the case of principal, at the rate otherwise applicable to such Loan pursuant
to Section 2.06 


 


25

















 


plus 2.00% per annum and (b) in all
other cases, at a rate per annum (computed on the basis of the actual number of
days elapsed over a year of 365 or 366 days, as the case may be, when
determined by reference to the Prime Rate and over a year of 360 days at all
other times) equal to the rate that would be applicable to an ABR Loan plus
2.00% per annum.


 


Section 2.08.   Alternate Rate of
Interest.   In the event, and
on each occasion, that on the day two Business Days prior to the commencement
of any Interest Period for a Eurodollar Borrowing the Administrative Agent
shall have determined that dollar deposits in the principal amounts of the
Loans comprising such Borrowing are not generally available in the London
interbank market, or that the rates at which such dollar deposits are being
offered will not adequately and fairly reflect the cost to any Lender of making
or maintaining its Eurodollar Loan during such Interest Period, or that
reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or
fax notice of such determination to the Borrower and the Lenders.  In the event of any such determination, until
the Administrative Agent shall have advised the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, any request by the
Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall
be deemed to be a request for an ABR Borrowing. 
Each determination by the Administrative Agent under this Section 2.08
shall be conclusive absent manifest error.


 


Section 2.09.  Termination of
Commitments.  The Commitments
shall automatically terminate upon the making of the Loans on the Closing
Date.  Notwithstanding the foregoing, all
the Commitments shall automatically terminate at 5:00 p.m., New York City
time, on January 31, 2008 if the Closing Date shall not have occurred by
such time.


 


Section 2.10.  Conversion and Continuation of
Borrowings.   The Borrower shall have the right at any time
upon prior irrevocable notice to the Administrative Agent (a) not later
than 12:00 noon, New York City time, one Business Day prior to conversion, to
convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than
12:00 noon, New York City time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to
continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional
Interest Period, and (c) not later than 12:00 noon, New York City time,
three Business Days prior to conversion, to convert the Interest Period with
respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:


 


(i)        until
the Administrative Agent shall have notified the Borrower that the primary
syndication of the Commitments has been completed (which notice shall be given
as promptly as practicable and, in any event, within 14 Business Days after the
Closing Date), no ABR 


 


26

















 


Borrowing may be converted into a Eurodollar Borrowing with an Interest
Period in excess of one month;


 


(ii)       each
conversion or continuation shall be made pro rata among the Lenders in
accordance with the respective principal amounts of the Loans comprising the
converted or continued Borrowing;


 


(iii)      if
less than all the outstanding principal amount of any Borrowing shall be
converted or continued, then each resulting Borrowing shall satisfy the
limitations specified in Sections 2.02(a) and 2.02(b) regarding the
principal amount and maximum number of Borrowings of the relevant Type;


 


(iv)     each
conversion shall be effected by each Lender and the Administrative Agent by
recording for the account of such Lender the new Loan of such Lender resulting
from such conversion and reducing the Loan (or portion thereof) of such Lender
being converted by an equivalent principal amount; accrued interest on any
Eurodollar Loan (or portion thereof) being converted shall be paid by the
Borrower at the time of conversion;


 


(v)      if
any Eurodollar Borrowing is converted at a time other than the end of the
Interest Period applicable thereto, the Borrower shall pay, upon demand, any
amounts due to the Lenders pursuant to Section 2.16;


 


(vi)     any
portion of a Borrowing maturing or required to be repaid in less than one month
may not be converted into or continued as a Eurodollar Borrowing;


 


(vii)    any
portion of a Eurodollar Borrowing that cannot be converted into or continued as
a Eurodollar Borrowing by reason of the immediately preceding clause shall be
automatically converted at the end of the Interest Period in effect for such
Borrowing into an ABR Borrowing; and


 


(viii)   upon
the occurrence and during the continuance of any Event of Default arising under
Sections 7.01(a), 7.01(b), 7.01(i) or 7.01(j), or upon notice to the
Borrower from the Administrative Agent given at the request of the Required
Lenders upon the occurrence and during the continuance of any other Event of
Default, no outstanding Loan may be converted into, or continued as, a
Eurodollar Loan.


 


Each notice pursuant to this Section 2.10 shall
be irrevocable and shall refer to this Agreement and specify (i) the
identity and amount of the Borrowing that the Borrower requests be converted or
continued, (ii) whether such Borrowing is to be converted to or continued
as a Eurodollar Borrowing or an 


 


27
















 


ABR Borrowing, (iii) if such notice
requests a conversion, the date of such conversion (which shall be a Business
Day) and (iv) if such Borrowing is to be converted to or continued as a
Eurodollar Borrowing, the Interest Period with respect thereto.  If no Interest Period is specified in any
such notice with respect to any conversion to or continuation as a Eurodollar
Borrowing, the Borrower shall be deemed to have selected an Interest Period of
one month’s duration.  The Administrative
Agent shall advise the Lenders of any notice given pursuant to this Section 2.10
and of each Lender’s portion of any converted or continued Borrowing.  If the Borrower shall not have given notice
in accordance with this Section 2.10 to continue any Borrowing into a
subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.10 to convert such Borrowing), such
Borrowing shall, at the end of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), automatically be continued into an ABR
Borrowing.


 


Section 2.11.   Repayment of Borrowings.   (a) The Borrower shall pay to the
Administrative Agent, for the account of the Lenders, all outstanding Loans on
the Maturity Date, together with accrued and unpaid interest on the principal
amount to be paid to but excluding the date of payment.


 


(b)        All repayments pursuant to this Section 2.11 shall be
subject to Section 2.16, but shall otherwise be without premium or
penalty.


 


Section 2.12.   Optional Prepayment.   (a)  The Borrower shall have the right at
any time and from time to time, subject to the provisions of Section 2.05(b) and
any restrictions contained in the First Lien Credit Agreement, to prepay any
Borrowing, in whole or in part, upon at least three Business Days’ prior
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) in the case of Eurodollar Loans, or written or fax notice (or telephone
notice promptly confirmed by written or fax notice) at least one Business Day
prior to the date of prepayment in the case of ABR Loans, to the Administrative
Agent before 12:00 noon, New York City time; provided,
however, that each partial prepayment
shall be in an amount that is an integral multiple of $250,000 and not less
than $1,000,000.


 


(b)        Each notice of prepayment shall specify the prepayment date
and the principal amount of each Borrowing (or portion thereof) to be prepaid,
shall be irrevocable and shall commit the Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein; provided
that any such notice may state that it is conditioned on the effectiveness of
other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or before the specified
effective date) if such condition is not satisfied.  All prepayments under this Section 2.12
shall be subject to Section 2.05(b) and Section 2.16 but
otherwise without premium or penalty. 
All prepayments under this Section 2.12 shall be accompanied by
accrued and unpaid interest on the principal amount to be prepaid to but
excluding the date of payment.


 


28

















 


Section 2.13.   Mandatory Prepayments.   (a)  Reserved.


 


(b)        The Borrower shall make mandatory principal prepayments of
the Loans in the manner set forth in Section 2.13(h) below in amounts
equal to 100% of the aggregate Net Cash Proceeds from any incurrence of Debt by
any GGS Company (except Debt permitted pursuant to Section 6.01), but only
to the extent it is not required to apply such Net Cash Proceeds to prepay or
cash collateralize obligations under the First Lien Credit Agreement.  Such prepayment shall be made within seven
Business Days after the date of receipt of Net Cash Proceeds of any such
transaction.


 


(c)        The Borrower shall make mandatory principal prepayments of
the Loans in the manner set forth in Section 2.13(h) below in amounts
equal to 50% of the aggregate Net Cash Proceeds from any offering or sale of
Equity Interests by any GGS Company, but only to the extent it is not required
to apply such Net Cash Proceeds to prepay or cash collateralize obligations
under the First Lien Credit Agreement, and in any event excluding (i) Net
Cash Proceeds from the issuance of any Equity Interests of the Borrower (A) to
any Kelso Investor or any other of the Borrower’s shareholders of record on the
Closing Date, (B) to management of any GGS Company pursuant to incentive
compensation plans in the ordinary course of business or (C) pursuant to a
underwritten registered initial public offering of the voting Equity Interests
of the Borrower which does not result in a Change in Control and which results
in gross proceeds to the Borrower of at least $75,000,000 and (ii) Net
Cash Proceeds from the issuance of any Equity Interests to any GGS
Company.  Such prepayment shall be made
within seven Business Days after the date of receipt of Net Cash Proceeds of
any such transaction.


 


(d)        No later than 365 days (or an additional six months if a
binding agreement to reinvest is entered into with an entity that is not an
Affiliate within such 365-day period) following the receipt by any GGS Company
thereof, the Borrower shall make mandatory principal prepayments of the Loans
in the manner set forth in Section 2.13(h) below in amounts equal to
100% of the aggregate Net Cash Proceeds from the sale or other disposition or
series of related sales or other dispositions of assets by such GGS Company
(other than sales or transfers permitted pursuant to Section 6.05(a) through
6.05(e) or Section 6.05(h)), but only to the extent it is not
required to apply such Net Cash Proceeds to prepay or cash collateralize
obligations under the First Lien Credit Agreement; provided
that such prepayment shall not be required to the extent that such
Net Cash Proceeds are reinvested in Permitted Acquisitions or assets used or
useful in the business of the Borrower or its Subsidiaries or any business
related thereto that is otherwise permitted under Section 6.12 (such
assets the “Eligible Assets”) within the
applicable period set forth above. 
Notwithstanding any of the foregoing to the contrary, upon and during
the continuance of an Event of Default and upon notice from the Administrative
Agent, all such Net Cash Proceeds received by the GGS Companies (including all
such Net Cash Proceeds received prior to the occurrence of such Event of
Default and not subject to a binding 


 


29

















 


agreement to reinvest) shall
be applied to make prepayments of the Loans, such prepayments to be made within
seven Business Days after the applicable GGS Company’s receipt of such Net Cash
Proceeds or notice from the Administrative Agent, as applicable, but only to
the extent it is not required to apply such Net Cash Proceeds to prepay or cash
collateralize obligations under the First Lien Credit Agreement.


 


(e)        No later than 365 days (or an additional six months if a
binding agreement to reinvest is entered into with an entity that is not an
Affiliate within such 365-day period) following the date of receipt by any GGS
Company of any Net Cash Proceeds under any insurance policies (maintained
pursuant to Section 5.06 or otherwise) or from any condemnation proceeding
(the “Insurance and Condemnation Proceeds”)
which have not been applied as of such date to the cost of repairing, restoring
or replacing the applicable assets of such GGS Company or in Eligible Assets or
such repairs, restoration or replacement of such applicable assets, the
Borrower shall make mandatory principal prepayments of the Loans in the manner
set forth in Section 2.13(h) below in amounts equal to 100% of the
aggregate amount of such Insurance and Condemnation Proceeds received by such
GGS Company which have not been so applied, but only to the extent it is not
required to apply such Net Cash Proceeds to prepay or cash collateralize
obligations under the First Lien Credit Agreement.  Notwithstanding any of the foregoing to the
contrary, upon and during the continuance of an Event of Default and upon
notice from the Administrative Agent, all Insurance and Condemnation Proceeds
received by any GGS Company (including all such Insurance and Condemnation
Proceeds received prior to the occurrence of such Event of Default and not
subject to a binding agreement to reinvest) shall be applied to make
prepayments of the Loans, such prepayments to be made within seven Business
Days after such GGS Company’s receipt of such Insurance and Condemnation
Proceeds or notice from the Administrative Agent, as applicable, but only to
the extent it is not required to apply such Net Cash Proceeds to prepay or cash
collateralize obligations under the First Lien Credit Agreement.


 


(f)         No later than 90 days after the end of any fiscal year,
beginning the fiscal year ending December 31, 2008, the Borrower shall
make a mandatory principal repayment of the Loans in the manner set forth in Section 2.13(h) below
in an amount equal to 75% of Excess Cash Flow, if any, for such fiscal year,
but only to the extent it is not required to apply such portion of Excess Cash
Flow to prepay or cash collateralize obligations under the First Lien Credit
Agreement; provided that, commencing with the
fiscal year ending December 31, 2009, such percentage shall be reduced to
50% if the Total Leverage Ratio at the end of such fiscal year is less than
1.25 to 1.0.


 


(g)        The Borrower shall deliver to the Administrative Agent, at
the time of each prepayment required under this Section, (i) a certificate
signed by a Financial Officer of the Borrower setting forth in reasonable
detail the calculation of the amount of such prepayment and specifying the
prepayment date and (ii) at least five Business Days prior written notice
of such prepayment.  All


 


30

















 


prepayments of Borrowings
under this Section shall be subject to Section 2.16, but shall
otherwise be without premium or penalty, and shall be accompanied by accrued
and unpaid interest on the principal amount to be prepaid to but excluding the
date of payment.  The time periods
specified above for any prepayment of the Loans shall be extended to the extent
necessary to permit the Borrower to determine whether any amounts remain to be
applied towards such prepayment after giving effect to its obligation to prepay
and/or cash collateralize obligations under the First Lien Credit Agreement as
a result of the relevant event giving rise to such prepayment requirement.


 


(h)        Mandatory prepayments under paragraphs (b) through (f) of
this Section shall be applied to prepay outstanding Loans (and the
corresponding accrued and unpaid interest on the principal amount of such Loans
so prepaid) and any remaining amounts may be retained by the Borrower.


 


Notwithstanding anything herein to the
contrary, any Lender may elect, by notice to the Administrative Agent by
facsimile within two Business Days of receiving notification from the
Administrative Agent of any prepayment of its Loans, to decline (in whole but
not in part) such prepayment pursuant to paragraphs (b) through (f) of
this Section, in which case the aggregate amount of the prepayment that would
have been applied to prepay the Loans of such declining Lender shall be
retained by the Borrower.  Mandatory
prepayments in respect of the Loans shall be applied on a pro rata basis to the
then outstanding Loans being prepaid irrespective of whether such outstanding
Loans are ABR Loans or Eurodollar Loans; provided that
if no Lenders exercise the right to waive a given mandatory prepayment of the
Loans pursuant to this Section 2.13(h), then, with respect to such
mandatory prepayment, the amount of such mandatory prepayment shall be applied
first to Loans that are ABR Loans to the full extent thereof before application
to Loans that are Eurodollar Loans in a manner that minimizes the amount of any
payments required to be made by the Borrower pursuant to Section 2.16.


 


Section 2.14.   Reserve Requirements; Change
in Circumstances.   (a) Notwithstanding
any other provision of this Agreement, if any Change in Law shall impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of or credit extended by
any Lender (except any such reserve requirement which is reflected in the
Adjusted LIBO Rate) or shall impose on such Lender or the London interbank
market any other condition affecting this Agreement or Eurodollar Loans made by
such Lender, and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining any Eurodollar Loan or to reduce
the amount of any sum received or receivable by such Lender hereunder (whether
of principal, interest or otherwise) by an amount deemed by such Lender to be
material, then the Borrower will pay to such Lender upon demand such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.


 


31

















 


(b)        If any Lender shall have determined that any Change in Law
regarding capital adequacy has or would have the effect of reducing the rate of
return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement or the Loans made by such
Lender pursuant hereto to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s policies and the policies of such Lender’s holding
company with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such Lender’s
holding company for any such reduction suffered.


 


(c)        A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as applicable, as
specified in paragraph (a) or (b) above shall be delivered to the
Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount
shown as due on any such certificate delivered by it within 10 days after its
receipt of the same.


 


(d)        Failure or delay on the part of any Lender to demand
compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender’s right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender
under paragraph (a) or (b) above with respect to increased costs or
reductions with respect to any period prior to the date that is 120 days prior
to such request if such Lender knew or could reasonably have been expected to
know of the circumstances giving rise to such increased costs or reductions and
of the fact that such circumstances would result in a claim for increased
compensation by reason of such increased costs or reductions; provided  further that
the foregoing limitation shall not apply to any increased costs or reductions
arising out of the retroactive application of any Change in Law within such
120-day period.  The protection of this Section shall
be available to each Lender regardless of any possible contention of the
invalidity or inapplicability of the Change in Law that shall have occurred or
been imposed.


 


Section 2.15.   Change in Legality.   (a) Notwithstanding any
other provision of this Agreement, if any Change in Law shall make it unlawful
for any Lender to make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar Loan, then,
by written notice to the Borrower and to the Administrative Agent:


 


(i)    such
Lender may declare that Eurodollar Loans will not thereafter (for the duration
of such unlawfulness) be made by such Lender hereunder (or be continued for
additional Interest Periods) and ABR Loans will not thereafter (for such
duration) be converted into Eurodollar Loans, whereupon any request for a
Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing
or to continue a Eurodollar 


 


32

















 


Borrowing for an additional Interest Period) shall, as to such Lender
only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan
as such for an additional Interest Period or to convert a Eurodollar Loan into
an ABR Loan, as the case may be), unless such declaration shall be subsequently
withdrawn; and


 


(ii)   such
Lender may require that all outstanding Eurodollar Loans made by it be
converted to ABR Loans, in which event all such Eurodollar Loans shall be
automatically converted to ABR Loans as of the effective date of such notice as
provided in paragraph (b) below.


 


In the event any Lender shall exercise its
rights under (i) or (ii) above, all payments and prepayments of principal
that would otherwise have been applied to repay the Eurodollar Loans that would
have been made by such Lender or the converted Eurodollar Loans of such Lender
shall instead be applied to repay the ABR Loans made by such Lender in lieu of,
or resulting from the conversion of, such Eurodollar Loans.


 


(b)        For purposes of this Section 2.15, a notice to the
Borrower by any Lender shall be effective as to each Eurodollar Loan made by
such Lender, if lawful, on the last day of the Interest Period then applicable
to such Eurodollar Loan; in all other cases such notice shall be effective on
the date of receipt by the Borrower.


 


Section 2.16.   Indemnity.   The Borrower shall indemnify each
Lender against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by such Lender in the
performance of its obligations hereunder, which results in (i) such Lender
receiving or being deemed to receive any amount on account of the principal of
any Eurodollar Loan prior to the end of the Interest Period in effect therefor,
(ii) the conversion of any Eurodollar Loan to an ABR Loan, or the
conversion of the Interest Period with respect to any Eurodollar Loan, in each
case other than on the last day of the Interest Period in effect therefor, or (iii) any
Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.10) not
being made after notice of such Loan shall have been given by the Borrower
hereunder (any of the events referred to in this clause (a) being called a
“Breakage Event”) or (b) any
default in the making of any payment or prepayment required to be made
hereunder.  In the case of any Breakage
Event, such loss shall include an amount equal to the excess, as reasonably
determined by such Lender, of (i) its cost of obtaining funds for the
Eurodollar Loan that is the subject of such Breakage Event for the period from
the date of such Breakage Event to the last day of the Interest Period in
effect (or that would have been in effect) for such Loan over (ii) the
amount of interest likely to be realized by such Lender in redeploying the
funds released or not utilized by reason of such Breakage Event for such
period.  A certificate of any Lender
setting forth any amount or amounts which such Lender is entitled to 


 


33

















 


receive pursuant to this Section 2.16
shall be delivered to the Borrower and shall be conclusive absent manifest
error.


 


Section 2.17.   Pro Rata Treatment.  Except as required under Section 2.15
(and other than with respect to any prepayment rejected by any Lender in
accordance with Section 2.13(h) or in connection with a termination
as a result of a Change in Control as contemplated by Section 2.22), each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective Commitments (or, if
such Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans).  Each Lender agrees that in computing such
Lender’s portion of any Borrowing to be made hereunder, the Administrative
Agent may, in its discretion, round each Lender’s percentage of such Borrowing
to the next higher or lower whole dollar amount.


 


Section 2.18.   Sharing of Setoffs.   Each Lender agrees that if it
shall, through the exercise of a right of banker’s lien, setoff or counterclaim
against the Borrower or any other Loan Party, or pursuant to a secured claim
under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in
respect of any Loan or Loans as a result of which the unpaid principal portion
of its Loans shall be proportionately less than the unpaid principal portion of
the Loans of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Loans of such other
Lender, so that the aggregate unpaid principal amount of the Loans and
participations in Loans held by each Lender shall be in the same proportion to
the aggregate unpaid principal amount of all Loans then outstanding as the
principal amount of its Loans prior to such exercise of banker’s lien, setoff
or counterclaim or other event was to the principal amount of all Loans
outstanding prior to such exercise of banker’s lien, setoff or counterclaim or
other event; provided, however,
that if any such purchase or purchases or adjustments shall be made pursuant to
this Section 2.18 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest.  The Borrower expressly
consents to the foregoing arrangements and agrees that any Lender holding a
participation in a Loan deemed to have been so purchased may exercise any and
all rights of banker’s lien, setoff or counterclaim with respect to any and all
moneys owing by the Borrower to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to the Borrower in the amount of such
participation.


 


Section 2.19.   Payments.   (a) The Borrower shall make
each payment (including principal of or interest on any Borrowing or any Fees
or other 


 


34

















 


amounts) hereunder and under any other Loan
Document not later than 12:00 (noon), New York City time, on the date when due
in immediately available dollars, without setoff, defense or counterclaim.  Each such payment shall be made to the Administrative
Agent at its offices at One Madison Avenue, New York, NY 10010 or such other
office as may be designated by the Administrative Agent from time to time.  The Administrative Agent shall promptly
distribute to each Lender any payments received by the Administrative Agent on
behalf of such Lender.


 


(b)        Except as otherwise expressly provided herein, whenever any
payment (including principal of or interest on any Borrowing or any Fees or
other amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.


 


(c)        Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower does not in
fact make such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender, and to pay interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at a rate determined by the Administrative Agent to
represent its cost of overnight or short-term funds (which determination shall
be conclusive absent manifest error).


 


Section 2.20.   Taxes.   (a) Any and all payments by
or on account of any obligation of the Borrower or any other Loan Party
hereunder or under any other Loan Document shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that, if the Borrower or any other Loan Party shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make
such deductions and (iii) the Borrower or such Loan Party shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.


 


(b)        In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.


 


35

















 


(c)        The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or
such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of the Borrower or any other Loan Party hereunder or
under any other Loan Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the
amount of such payment or liability delivered to the Borrower by a Lender, or
by the Administrative Agent on behalf of itself or a Lender, shall be
conclusive absent manifest error.


 


(d)        As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by the Borrower or any other Loan Party to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(e)        Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed
by applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate.


 


Section 2.21.   Assignment of Loans Under
Certain Circumstances; Duty to Mitigate.  
(a) In the event (i) any Lender delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any
Lender delivers a notice described in Section 2.15, (iii) the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority on account of any Lender pursuant to Section 2.20
or (iv) any Lender refuses to consent to any amendment, waiver or other
modification of any Loan Document requested by the Borrower that requires the
consent of a greater percentage of the Lenders than the Required Lenders and
such amendment, waiver or other modification is consented to by the Required
Lenders, the Borrower may, at its sole expense and effort (including with
respect to the processing and recordation fee referred to in Section 9.04(b)),
upon notice to such Lender and the Administrative Agent, require such Lender to
transfer and assign, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all of its interests, rights and
obligations under this Agreement to an assignee that shall assume such assigned
obligations and, with respect to clause (iv) above, shall consent to such
requested amendment, waiver or other modification of any Loan Documents (which
assignee may be


 


36

















 


another Lender, if a Lender accepts such
assignment); provided that (x) such
assignment shall not conflict with any law, rule or regulation or order of
any court or other Governmental Authority having jurisdiction, (y) the
Borrower shall have received the prior written consent of the Administrative
Agent which consent shall not unreasonably be withheld or delayed and (z) the
Borrower or such assignee shall have paid to the affected Lender in immediately
available funds an amount equal to the sum of the principal of and interest
accrued to the date of such payment on the outstanding Loans of such Lender,
plus all Fees and other amounts accrued for the account of such Lender
hereunder with respect thereto (including any amounts under Sections 2.14 and
2.16, and if applicable, the prepayment fee pursuant to Section 2.05(b) (with
such assignment being deemed to be an optional prepayment for purposes of
determining the applicability of Section 2.05(b), such amount to be
payable by the Borrower)); provided further
that, if prior to any such transfer and assignment the circumstances or event
that resulted in such Lender’s claim for compensation under Section 2.14,
notice under Section 2.15 or the amounts paid pursuant to Section 2.20,
as the case may be, cease to cause such Lender to suffer increased costs or
reductions in amounts received or receivable or reduction in return on capital,
or cease to have the consequences specified in Section 2.15, or cease to
result in amounts being payable under Section 2.20, as the case may be
(including as a result of any action taken by such Lender pursuant to paragraph
(b) below), or if such Lender shall waive its right to claim further
compensation under Section 2.14 in respect of such circumstances or event
or shall withdraw its notice under Section 2.15 or shall waive its right
to further payments under Section 2.20 in respect of such circumstances or
event or shall consent to the proposed amendment, waiver, consent or other
modification, as the case may be, then such Lender shall not thereafter be
required to make any such transfer and assignment hereunder.  Each Lender hereby grants to the Administrative
Agent an irrevocable power of attorney (which power is coupled with an
interest) to execute and deliver, on behalf of such Lender as assignor, any
Assignment and Acceptance necessary to effectuate any assignment of such
Lender’s interests hereunder in the circumstances contemplated by this Section 2.21(a).


 


(b)        If (i) any Lender shall request compensation under Section 2.14,
(ii) any Lender delivers a notice described in Section 2.15 or (iii) the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority on account of any Lender, pursuant to Section 2.20,
then such Lender shall use reasonable efforts (which shall not require such
Lender to incur an unreimbursed loss or unreimbursed cost or expense or
otherwise take any action inconsistent with its internal policies or legal or
regulatory restrictions or suffer any disadvantage or burden deemed by it to be
significant) (x) to file any certificate or document reasonably requested
in writing by the Borrower or (y) to assign its rights and delegate and
transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.14 or enable it to withdraw its notice
pursuant to Section 2.15 or would reduce amounts payable pursuant to Section


 


37

















 


2.20, as the case may be, in
the future.  The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such filing or assignment, delegation and transfer.


 


Section 2.22.   Change in Control.  If a Change in Control occurs, the
Borrower will, within one Business Day after the occurrence thereof, give the
Administrative Agent notice thereof, and the Administrative Agent shall
promptly notify each Lender thereof. 
Such notice shall describe in reasonable detail the facts and
circumstances giving rise thereto and the date of such Change in Control and
each Lender may, by notice to the Borrower and the Administrative Agent (a “Termination Notice”) given not later than ten days after the
date of such Change in Control, declare any Loans made by it (together with
accrued interest thereon) and any other amounts payable hereunder for its
account to be, and such Loans and such amounts shall become, due and payable,
in each case on the day following delivery of such Termination Notice (or if
such day is not a Business Day, the next succeeding Business Day), without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.  The
Borrower shall pay to each Lender that delivers a Termination Notice in
accordance with this Section 2.22 the fee required to be paid pursuant to Section 2.05(c).


 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES


 


The Borrower represents and warrants to the
Administrative Agent, the Collateral Agent and each of the Lenders that:


 


Section 3.01.   Organization; Power;
Qualification.   Each GGS
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation, has the power and
authority to own its properties and to carry on its business as now being and
hereafter proposed to be conducted and is duly qualified and authorized to do
business in, and is in good standing in, each jurisdiction in which the
character of its properties or the nature of its business requires such
qualification and authorization except where the failure to be so qualified
could not reasonably be expected to have a Material Adverse Effect.  The jurisdictions in which each GGS Company
is organized and qualified to do business as of the Closing Date are described
on Schedule 3.01.


 


Section 3.02.   Ownership.   Each Subsidiary of the Borrower
as of the Closing Date is listed on Schedule 3.02.  As of the Closing Date, the capitalization of
each GGS Company consists of the number of shares or other ownership interests,
authorized, issued and outstanding, of such classes and series, with or without
par value, described on Schedule 3.02. 
All such outstanding shares or other ownership interests have been duly
authorized and validly issued and are fully paid and nonassessable, with no
personal liability attaching to the ownership thereof, and not subject to any
preemptive or similar rights.  The


 


38
















 


equityholders
of the GGS Companies and the number of shares owned by each as of the Closing
Date are described on Schedule 3.02.  As
of the Closing Date, there are no outstanding stock purchase warrants,
subscriptions, options, securities, instruments or other rights of any type or
nature whatsoever, which are convertible into, exchangeable for or otherwise
provide for or permit the issuance of capital stock of the GGS Companies,
except as described on Schedule 3.02.


 


Section 3.03.   Authorization of Agreement, Loan Documents
and Borrowing.  Each GGS
Company has the right, power and authority and has taken all necessary
corporate and other action to authorize the execution, delivery and performance
of this Agreement and each of the other Loan Documents and each other agreement
or instrument contemplated thereby to which it is a party in accordance with
their respective terms and, in the case of the Borrower, to borrow
hereunder.  This Agreement and each of
the other Loan Documents and each other agreement or instrument contemplated
thereby have been duly executed and delivered by the duly authorized officers
of the respective GGS Company party thereto, and each such document constitutes
the legal, valid and binding obligation of each GGS Company party thereto,
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors’ rights in general and the availability of equitable
remedies.


 


Section 3.04.   Compliance of Agreement, Loan Documents and
Borrowing With Laws, Etc..  The
execution, delivery and performance by each GGS Company of the Loan Documents
to which each such Person is a party, in accordance with their respective
terms, the extensions of credit hereunder and the other transactions (including
the other Transactions) contemplated hereby do not and will not, by the passage
of time, the giving of notice or otherwise, (i) require any Governmental
Approval (except for  (x) the filing
of Uniform Commercial Code financing statements and filings with the United
States Patent and Trademark Office and the United States Copyright Office, (y) recordation
of the Mortgages and the Vessel Mortgages and (z) such as have been made
or obtained and are in full force and effect) or violate any Applicable Law
relating to the GGS Companies, (ii) conflict with, result in a breach of
or constitute a default under, or give rise to any right to accelerate or to
require the prepayment, repurchase or redemption of any obligations under, the
articles of incorporation, bylaws or other organizational documents of any GGS
Company or any indenture or Material Contract to which such Person is a party
or by which any of its properties may be bound or any Governmental Approval
relating to such Person, (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by such Person other than Liens arising under the Loan
Documents and the First Priority Liens or (iv) require any consent or
authorization of, filing with, or other act in respect of, an arbitrator or
Governmental Authority (other than as set forth in clause (i)) and no consent
of any other Person is required in connection with the execution, delivery, 


 


39

















 


performance,
validity or enforceability of this Agreement or any other Loan Document except
where failure to obtain any such consents could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


Section 3.05.   Compliance with Law; Governmental
Approvals.  Each GGS Company (i) has
all Governmental Approvals required by any Applicable Law for it to conduct its
business, each of which is in full force and effect, is final and not subject
to review on appeal and is not the subject of any pending or, to the best of
its knowledge, threatened attack by direct or collateral proceeding, (ii) is
in compliance in all material respects with each Governmental Approval
applicable to it and in compliance in all material respects with all other
Applicable Laws relating to it or any of its respective properties and (iii) has
timely filed all material reports, documents and other materials required to be
filed by it under all Applicable Laws with any Governmental Authority and has
retained all material records and documents required to be retained by it under
Applicable Law.


 


Section 3.06.   Tax Returns and Payments.  Each GGS Company has duly filed or
caused to be filed all federal, material state, local and other tax returns
required by Applicable Law to be filed, and has paid, or made adequate
provision for the payment of, all federal, state, local and other taxes,
assessments and governmental charges or levies upon it and its property,
income, profits and assets which are due and payable.  Such returns accurately reflect in all
material respects all liability for taxes of the GGS Companies for the periods
covered thereby.  There is no ongoing
audit or examination or, to the knowledge of any GGS Company, other
investigation by any Governmental Authority of the tax liability of any GGS
Company.  No Governmental Authority has
asserted any Lien or other claim against any GGS Company with respect to unpaid
taxes, other than any Lien or claim that has been discharged or resolved or is
being contested in compliance with Section 5.08.  The charges, accruals and reserves on the
books of each GGS Company in respect of federal, state, local and other taxes
for all fiscal years and portions thereof since the organization of such GGS
Company are, in the judgment, of such GGS Company adequate, and no GGS Company
anticipates any material additional taxes or assessments for any of such years.


 


Section 3.07.   Intellectual Property Matters.   Each GGS Company owns or
possesses rights to use all franchises, licenses, copyrights, copyright
applications, patents, patent rights or licenses, patent applications,
trademarks, trademark rights, service mark, service mark rights, trade names,
trade name rights, copyrights and rights with respect to the foregoing which
are required to conduct its business.  No
event has occurred which permits, or after notice or lapse of time or both
would permit, the revocation or termination of any such rights, and, to each
GGS Companies’ knowledge, no GGS Company is liable to any Person for
infringement under Applicable Law with respect to any such rights as a result
of its business operations except where such liabilities, in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 


40

















 


Section 3.08.   Environmental Matters.   Except for any such matters that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect,


 


(a)        The properties owned,
leased or operated by the GGS Companies do not contain, and to their knowledge
have not previously contained, any Hazardous Materials in amounts or concentrations
which (A) constitute or constituted a violation of applicable
Environmental Laws or (B) could give rise to liability under applicable
Environmental Laws;


 


(b)        Each GGS Company and
such properties and all operations conducted in connection therewith are in
compliance, and have been in compliance, with all applicable Environmental
Laws, there is no contamination at, under or about such properties or such
operations which could interfere with the continued operation of such
properties or impair the fair saleable value thereof and no GGS Company has
become subject to any liability under any Environmental Law;


 


(c)        No GGS Company has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters, Hazardous Materials, or
compliance with Environmental Laws, nor does any GGS Company have knowledge or
reason to believe that any such notice will be received or is being threatened;


 


(d)        Hazardous Materials
have not been transported or disposed of to or from the properties owned,
leased or operated by any GGS Company in violation of, or in a manner or to a
location which could give rise to liability under, Environmental Laws, nor have
any Hazardous Materials been generated, treated, stored or disposed of at, on
or under any of such properties in violation of, or in a manner that could give
rise to liability under, any applicable Environmental Laws;


 


(e)        No judicial proceedings
or governmental or administrative action is pending, or, to the knowledge of
any GGS Company, threatened, under any Environmental Law to which any GGS
Company is or will be named as a potentially responsible party with respect to
such properties or operations conducted in connection therewith, nor are there
any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to any GGS Company or such properties
or such operations; and


 


(f)         There has been no
release, or to the best of each GGS Company’s knowledge, threat of release, of
Hazardous Materials at or from properties owned, leased or operated by any GGS
Company, now or in the past, in violation of or in amounts or in a manner that
could give rise to liability under Environmental Laws.


 


41

















 


Section 3.09.   ERISA.


 


(a)        As of the Closing Date,
no GGS Company or ERISA Affiliate maintains or contributes to, or has any
obligation under, any Employee Benefit Plans other than those identified on
Schedule 3.09;


 


(b)        Each GGS Company and
each ERISA Affiliate is in material compliance with all applicable provisions
of ERISA and the regulations and published interpretations thereunder with
respect to all Employee Benefit Plans except for any required amendments for
which the remedial amendment period as defined in Section 401(b) of
the Code has not yet expired and except where a failure to so comply,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  Each Employee
Benefit Plan that is intended to be qualified under Section 401(a) of
the Code has been determined by the Internal Revenue Service to be so
qualified, and each trust related to such plan has been determined to be exempt
under Section 501(a) of the Code except for such plans that have not
yet received determination letters but for which the remedial amendment period
for submitting a determination letter has not yet expired.  No liability has been incurred by any GGS
Company or ERISA Affiliate which remains unsatisfied for any taxes or penalties
with respect to any Employee Benefit Plan or any Multiemployer Plan except for
liabilities that, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect;


 


(c)        As of the Closing Date,
no Pension Plan has been terminated, nor has any accumulated funding deficiency
(as defined in Section 412 of the Code) been incurred (without regard to
any waiver granted under Section 412 of the Code), nor has any funding
waiver from the Internal Revenue Service been received or requested with
respect to any Pension Plan, nor has any GGS Company or any ERISA Affiliate
failed to make any contributions or to pay any amounts due and owing as
required by Section 412 of the Code, Section 302 of ERISA or the
terms of any Pension Plan prior to the due dates of such contributions under Section 412
of the Code or Section 302 of ERISA, nor has there been any event
requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of
ERISA with respect to any Pension Plan;


 


(d)        Except where the
failure, individually or in the aggregate, of any of the following
representations to be correct could not reasonably be expected to have a
Material Adverse Effect, no GGS Company or ERISA Affiliate has:  (A) engaged in a nonexempt prohibited
transaction described in Section 406 of the ERISA or Section 4975 of
the Code, (B) incurred any liability to the PBGC which remains outstanding
other than the payment of premiums and there are no premium payments which are
due and unpaid, (C) failed to make a required contribution or payment to a
Multiemployer Plan, or (D) failed to make a required installment or other
required payment under Section 412 of the Code;


 


(e)        No Termination Event
has occurred or is reasonably expected to occur; and


 


42

















 


(f)         Except where the
failure, individually or in the aggregate, of any of the following
representations to be correct could not reasonably be expected to have a
Material Adverse Effect, no proceeding, claim (other than a benefits claim in
the ordinary course of business), lawsuit and/or investigation is existing or,
to the best knowledge of each GGS Company after due inquiry, threatened
concerning or involving any (A) employee welfare benefit plan (as defined
in Section 3(1) of ERISA) currently maintained or contributed to by
any GGS Company or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer
Plan.


 


Section 3.10.   Use of Proceeds; Margin Stock.


 


(a)        The Borrower will use
the proceeds of the Loans only for the purposes specified in the introductory
statement to this Agreement.


 


(b)        No GGS Company is
engaged principally or as one of its primary activities in the business of extending
credit for the purpose of “purchasing” or “carrying” any “margin stock” (as
each such term is defined or used, directly or indirectly, in Regulation
U).  No part of the proceeds of any of
the Loans will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for purchasing or carrying margin
stock or for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X.


 


Section 3.11.   Government Regulation.   No GGS Company is an “investment
company” or a company “controlled” by an “investment company” (as each such
term is defined or used in the Investment Company Act of 1940, as amended) and
no GGS Company is, or after giving effect to any extension of credit hereunder
will be, subject to regulation under the Interstate Commerce Act, each as
amended, or any other Applicable Law which limits its ability to incur debt or
consummate the transactions contemplated hereby.


 


Section 3.12.   Material Contracts.   Other than as set forth in Schedule 3.12, each
Material Contract of the GGS Companies is, and after giving effect to the
consummation of the transactions contemplated by the Loan Documents will be, in
full force and effect in accordance with the terms thereof.  No GGS Company (nor, to the knowledge of any
GGS Company, any other party thereto) is in breach of or in default under any
Material Contract in any material respect.


 


Section 3.13.   Employee Relations.  As of the Closing Date, no GGS
Company is party to any collective bargaining agreement nor has any labor union
been recognized as the representative of its employees except as set forth on
Schedule 3.13.  Except for any such
matters which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect (i) no GGS Company knows of any
pending, threatened or contemplated strikes, work stoppage or other
collective labor disputes involving its employees or those of its Subsidiaries,
(ii) the hours worked by and payments made to employees of the GGS
Companies have not been in violation of the Fair Labor Standards Act or 


 


43

















 


any other
applicable Federal, state, local or foreign law dealing with such matters, (iii) all
payments due from any GGS Company, or for which any claim may be made against
any GGS Company, on account of wages and employee health and welfare insurance
and other benefits, have been paid or accrued as a liability on the books of
such GGS Company and (iv) the consummation of the transactions
contemplated hereby will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining
agreement to which any GGS Company is bound.


 


Section 3.14.   Burdensome Provisions.   No GGS Company is a party to any
indenture, agreement, lease or other instrument, or subject to any corporate or
similar restriction, Governmental Approval or Applicable Law which is so
unusual or burdensome as in the foreseeable future could be reasonably expected
to have a Material Adverse Effect.  The
GGS Companies do not presently anticipate that future expenditures needed to
meet the provisions of any statutes, orders, rules or regulations of a
Governmental Authority will be so burdensome as to have a Material Adverse
Effect.  No Subsidiary is party to any
agreement or instrument or otherwise subject to any restriction or encumbrance
that restricts or limits its ability to make dividend payments or other
distributions in respect of its Equity Interests to the Borrower or any
Subsidiary or to transfer any of its assets or properties to the Borrower or
any other Subsidiary in each case other than existing under or by reason of the
Loan Documents or as otherwise permitted under Section 6.11.


 


Section 3.15.   Financial Statements.   The Borrower has heretofore
furnished to the Lenders its consolidated balance sheets and related statements
of income, stockholder’s equity and cash flows (i) as of and for the
fiscal years ended December 31, 2004, 2005 and 2006, audited by and
accompanied by the opinion of UHY, LLP, independent public accountants, and (ii) as
of and for the fiscal quarters and the portion of the fiscal year ended March 31,
2007, June 30, 2007 and September 30, 2007, in each case certified by
its chief financial officer.  Such
financial statements present fairly the financial condition and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods.  Such
balance sheets and the notes thereto disclose all material liabilities, direct
or contingent, of the Borrower and its consolidated Subsidiaries as of the
dates thereof.  Such financial statements
were prepared in accordance with GAAP applied on a consistent basis, subject,
in the case of unaudited financial statements, to year-end audit adjustments
and the absence of footnotes.


 


Section 3.16.   No Material Adverse Change.  Since December 31, 2006,
there has been no material adverse change in the properties, business,
operations, operating results or condition (financial or otherwise) of the GGS
Companies (taken as a whole) and no event has occurred or condition arisen
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


44

















 


Section 3.17.   Solvency. 
Immediately after the consummation of the Transactions to
occur on the Closing Date and immediately following the making of each Loan and
after giving effect to the application of the proceeds of each Loan, each GGS
Company is Solvent.


 


Section 3.18.   Titles to Properties.  Schedule  3.18
sets forth each parcel of real property owned or leased by the GGS Companies
and each GGS Company has such title to the real property owned or leased by it
as is reasonably necessary to the conduct of its business and valid and legal
title to all of its personal property and assets, except those which have been
disposed of by the GGS Companies subsequent to such date which dispositions
have been in the ordinary course of business or as otherwise expressly
permitted hereunder.


 


Section 3.19.   Liens. 
None of the properties and assets of any GGS Company is
subject to any Lien, except Liens permitted pursuant to Section 6.02.  No GGS Company has signed any financing
statement or any security agreement authorizing any secured party thereunder to
file any financing statement, except to perfect those Liens permitted by Section 6.02
hereof.


 


Section 3.20.   Debt and Guaranty Obligations.  Schedule 3.20 is a complete and correct
listing of all Debt and Guaranty Obligations of the GGS Companies as of the
Closing Date (other than under the Loan Documents and Debt owed to another GGS
Company).  The GGS Companies have
performed and are in compliance in all material respects with all of the terms
of such Debt and Guaranty Obligations and all instruments and agreements
relating thereto, and no default or event of default, or event or condition
which with notice or lapse of time or both would constitute such a default or
event of default, on the part of any GGS Company exists with respect to any
such Debt or Guaranty Obligation.


 


Section 3.21.   Litigation. 
Except for matters existing on the Closing Date and set forth
on Schedule 3.21, there are no actions, suits, proceedings or investigations
pending nor, to the knowledge of any GGS Company, threatened against or in any
other way relating adversely to or affecting any GGS Company or any of their
respective properties in any court or before any arbitrator of any kind or
before or by any Governmental Authority (i) that involve any Loan Document
or the Transactions or (ii) that could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Since the Closing Date, there has been no
change in the status of the matters disclosed on Schedule 3.21 that,
individually or in the aggregate, has resulted in, or materially increased the
likelihood of, a Material Adverse Effect.


 


Section 3.22.   Absence of Defaults.  No event has occurred or is
continuing which constitutes a Default or an Event of Default.  No event has occurred or is continuing which
constitutes, or which with the passage of time or giving of notice or both
would constitute, a default or event of default by any GGS Company under any
Material Contract or judgment, decree or order to which any GGS Company is a
party or by which any GGS Company or any of its 


 


45

















 


properties may be bound or which would require any GGS Company to make
any payment thereunder prior to the scheduled maturity date therefor, in each
case where any such event could, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


Section 3.23.   Senior Debt Status.  The Obligations of each GGS
Company under this Agreement and each of the other Loan Documents rank senior
in priority of payment to all Subordinated Debt and constitute “Senior
Indebtedness” and, together with the obligations under the First Lien Credit
Agreement, sole “Designated Senior Debt” under all instruments and documents,
now or in the future, governing all Subordinated Debt of such GGS Company.


 


Section 3.24.   Accuracy and Completeness of
Information.  The Confidential
Information Memorandum and all other written information, reports, financial
statements, exhibits, schedules and other papers and data produced by or on
behalf of the GGS Companies (other than financial projections, which shall be
subject to the standard set forth in Section 5.01(c)) and furnished to the
Lenders were, at the time the same were so furnished, complete and correct in
all material respects.  No document
furnished or written statement made (as such documents and statements may be
corrected or supplemented, to the extent necessary, prior to each date the
representations contained in this Article 3 are made or deemed made) to
the Administrative Agent or the Lenders by the GGS Companies in connection with
the negotiation, preparation, execution or performance of this Agreement or any
of the Loan Documents contains or will contain any untrue statement of a fact
material to the creditworthiness of the GGS Companies, taken as a whole, or
omits or will omit to state a material fact necessary in order to make the
statements contained therein not misleading.


 


Section 3.25.   Sanctioned Persons.  None of the GGS Companies nor, to
the knowledge of the Borrower, any director, officer, agent, employee or
Affiliate of any GGS Company is currently subject to any sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and no GGS Company will directly or indirectly use
the proceeds of the Loans or otherwise make available such proceeds to any
person, for the purpose of financing the activities of any person currently
subject to any U.S.  sanctions
administered by OFAC.


 


Section 3.26.   Insurance. 
Schedule 3.26 sets forth a true, complete and correct
description of all insurance maintained by the GGS Companies as of the Closing
Date.  As of such date, such insurance is
in full force and effect and all premiums due and payable thereon have been
paid.  The GGS Companies have insurance
in such amounts and covering such risks and liabilities as are in accordance
with customary industry practice.


 


Section 3.27.   Security Documents.  (a) The Collateral Agreement,
upon execution and delivery thereof by the parties thereto, will create in
favor of the Collateral Agent, for the ratable benefit of the Secured Parties,
a legal, valid and 


 


46

















 


enforceable security interest in the Collateral (as defined in the
Collateral Agreement) and the proceeds thereof and (i) when the Pledged
Debt and Pledged Equity are delivered to the collateral agent under the First
Lien Credit Agreement (to be held as contemplated by the Intercreditor
Agreement), the Lien created under the Collateral Agreement shall constitute a
fully perfected second priority Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Collateral, in each case prior
and superior in right to any other person, other than the First Priority Liens,
and (ii) when financing statements in appropriate form are filed in the
offices specified on Schedule 3.27(a), the Lien created under the Collateral
Agreement will constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the Loan Parties in such Collateral (other
than Intellectual Property, as defined in the Collateral Agreement), in each
case prior and superior in right to any other person, other than with respect
to Liens expressly permitted by Section 6.02.


 


(b)        Upon the recordation of
the Collateral Agreement (or a short-form security agreement in form and
substance reasonably satisfactory to the Borrower and the Collateral Agent)
with the United States Patent and Trademark Office and the United States
Copyright Office, together with the financing statements in appropriate form
filed in the offices specified on Schedule 3.27(a), the Lien created under the
Collateral Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the
Intellectual Property (as defined in the Collateral Agreement) in which a
security interest may be perfected by filing in the United States and its
territories and possessions, in each case prior and superior in right to any
other person (it being understood that subsequent recordings in the United
States Patent and Trademark Office and the United States Copyright Office may be
necessary to perfect a Lien on registered trademarks and patents, trademark and
patent applications and registered copyrights acquired by the Loan Parties
after the date hereof), except as otherwise permitted under Section 6.02.


 


(c)        The Mortgages are effective
to create in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable Lien on all of the Loan
Parties’ right, title and interest in and to the Mortgaged Property thereunder
and the proceeds thereof, and when the Mortgages are filed in the offices
specified on Schedule 3.27(c), the Mortgages shall constitute a fully perfected
Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Mortgaged Property and the proceeds thereof, in each case prior
and superior in right to any other person, other than with respect to the
rights of persons pursuant to Liens expressly permitted by Section 6.02.


 


(d)        The Vessel Mortgages
are effective to create in favor of the Collateral Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable Lien on all of
the Loan Parties’ right, title and interest in and to the marine vessel
thereunder and the proceeds thereof, and when the Vessel Mortgages are filed in
the offices specified on Schedule 3.27(d), the Vessel Mortgages shall
constitute a fully perfected Lien on, and security interest in, all 


 


47

















 


right, title and interest of the Loan Parties in such marine vessel and
the proceeds thereof, in each case prior and superior in right to any other
person, other than with respect to the rights of persons pursuant to Liens
expressly permitted by Section 6.02.


 


ARTICLE 4

CONDITIONS OF LENDING


 


The
obligations of the Lenders to make Loans hereunder are subject to the
satisfaction of the following conditions:


 


Section 4.01.   Reserved.


 


Section 4.02.   Conditions Precedent.  On the Closing Date:


 


(a)        The Administrative
Agent shall have received, on behalf of itself and the Lenders, a favorable
written opinion of Haynes and Boone, LLP, counsel for the Borrower,
substantially to the effect set forth in Exhibit F, (A) dated the
Closing Date, (B) addressed to the Administrative Agent and the Lenders,
and (C) covering such other matters relating to the Loan Documents and the
Transactions as the Administrative Agent shall reasonably request, and the
Borrower hereby requests such counsel to deliver such opinion.


 


(b)        All legal matters
incident to this Agreement, the Borrowings and extensions of credit hereunder
and the other Loan Documents shall be satisfactory to the Lenders and to the
Administrative Agent.


 


(c)        The Administrative
Agent shall have received (i) a copy of the certificate or articles of
incorporation (or equivalent organizational document), including all amendments
thereto, of each Loan Party, certified as of a recent date by the Secretary of
State of the state of its organization, and a certificate as to the good
standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a
certificate of the Secretary or Assistant Secretary of each Loan Party dated
the Closing Date and certifying (A) that attached thereto is a true and
complete copy of the by-laws (or equivalent organizational document) of such Loan
Party as in effect on the Closing Date and at all times since a date prior to
the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the
Board of Directors (or equivalent body) of such Loan Party authorizing the
execution, delivery and performance of the Loan Documents to which such person
is a party and, in the case of the Borrower, the borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in full
force and effect, (C) that the certificate or articles of incorporation
(or equivalent organizational document) of such Loan Party have not been
amended since the date of the last amendment thereto shown on the certificate
of good standing furnished pursuant to clause (i) above, and (D) as
to the incumbency and specimen signature of each officer 


 


48

















 


executing any Loan Document or
any other document delivered in connection herewith on behalf of such Loan
Party; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (ii) above; and (iv) such other
documents as the Lenders or the Administrative Agent may reasonably request.


 


(d)        The Administrative
Agent shall have received a certificate, dated the Closing Date and signed by a
Financial Officer of the Borrower, confirming compliance with the conditions
precedent set forth in paragraphs (s) and (t).


 


(e)        The Administrative
Agent shall have received all Fees and other amounts due and payable on or
prior to the Closing Date, including, to the extent invoiced, reimbursement or
payment of all out of pocket expenses required to be reimbursed or paid by the
Borrower hereunder or under any other Loan Document.


 


(f)         The Intercreditor
Agreement shall have been duly executed by each party thereto and shall be in
full force and effect on the Closing Date. 
The other Security Documents shall have been duly executed by each Loan
Party that is to be a party thereto and shall be in full force and effect on
the Closing Date.  The Collateral Agent
on behalf of the Secured Parties shall have a security interest in the
Collateral of the type and priority described in each Security Document.


 


(g)        (i) The Collateral
Agent shall have received a Perfection Certificate with respect to the Loan
Parties dated the Closing Date and duly executed by a Responsible Officer of
the Borrower, and shall have received the results of a search of the Uniform
Commercial Code filings (or equivalent filings) made with respect to the Loan
Parties in the states (or other jurisdictions) of formation of such persons as
indicated on such Perfection Certificate, and such other jurisdictions as may
be reasonably specified by the Collateral Agent, together with copies of the
financing statements (or similar documents) disclosed by such search, and
accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated
in any such financing statement (or similar document) would be permitted under Section 6.02
or have been or will be contemporaneously released or terminated.  (ii) Except as otherwise consented to by
the Collateral Agent, all outstanding Equity Interests in any GGS Company owned
directly by or on behalf of any Loan Party shall have been pledged pursuant to
the Collateral Agreement (except that the Loan Parties shall not be required to
pledge more than 66% of the outstanding voting Equity Interests in any Foreign
Subsidiary) and the collateral agent under the First Lien Credit Agreement  shall have received all certificates or other
instruments representing such Equity Interests, together with stock powers or
other instruments of transfer with respect thereto endorsed in blank, all to be
held as contemplated by the Intercreditor Agreement.  (iii) All documents and instruments,
including Uniform Commercial Code financing statements, required by law or
reasonably requested by the Collateral Agent to be filed, registered or
recorded to create the Liens intended to be created by the Security Documents
and perfect or record such Liens to the extent, and with the priority, required
by the 


 


49
















 


Security Documents, shall have
been filed, registered or recorded or delivered to the Administrative Agent for
filing, registration or recording.


 


(h)        The Administrative
Agent shall have received a copy of, or a certificate as to coverage under, and
an insurance broker’s letter with respect to, the insurance policies required
by Section 5.06 and the applicable provisions of the Security Documents,
each of which shall be endorsed or otherwise amended to include a customary
lender’s loss payable endorsement and to name the Collateral Agent as
additional insured, in form and substance satisfactory to the Administrative
Agent.  The Administrative Agent shall
have received evidence, in form and substance satisfactory to the
Administrative Agent, of the effectiveness of the Borrower’s existing key man
insurance policies.


 


(i)         The Borrower shall
have received gross cash proceeds of not less than $120,000,000 from borrowings
under the First Lien Credit Agreement (not taking into account any original
issue discount).  The terms and
conditions of the First Lien Credit Agreement and the provisions of the First
Lien Loan Documents shall be satisfactory to the Administrative Agent.  The Administrative Agent shall have received
copies of the First Lien Loan Documents, certified by a Financial Officer as
being complete and correct.


 


(j)         All principal,
premium, if any, interest, fees and other amounts due or outstanding under the
Existing Credit Agreements shall have been paid in full, the commitments
thereunder terminated and all guarantees and security in support thereof
discharged and released, and the Administrative Agent shall have received
reasonably satisfactory evidence thereof. 
Immediately after giving effect to the Transactions and the other
transactions contemplated hereby, the Borrower and the Subsidiaries shall have
outstanding no Debt or preferred stock other than (i) Debt outstanding
under this Agreement, (ii) Debt outstanding under the First Lien Credit
Facility, (iii) the Series A Preferred Stock and (iv) Debt set
forth on Schedule 3.20.


 


(k)        The Lenders shall have
received the financial statements and opinion referred to in Section 3.15.


 


(l)         The Credit Facilities
shall have received a debt rating from Moody’s and from S&P and the
Borrower shall have received a public corporate family rating from Moody’s and
a public corporate credit rating from S&P.


 


(m)       The Administrative Agent
shall have received evidence in form and substance satisfactory to it that the
Total Leverage Ratio on the Closing Date, after giving pro forma effect to the
Transactions, does not exceed 3.99 to 1.00.


 


(n)        The Administrative
Agent shall have received a certificate from the chief financial officer of the
Borrower certifying that the Borrower and its Subsidiaries, on a consolidated
basis after giving effect to the Transactions to occur on the Closing Date, are
Solvent.


 


50

















 


(o)        All requisite
Governmental Authorities and third parties shall have approved or consented to
the Transactions and the other transactions contemplated hereby to the extent
required, all applicable appeal periods shall have expired and there shall not
be any litigation, governmental, administrative or judicial action, actual or
threatened in writing, that would reasonably be expected to restrain, prevent
or impose burdensome conditions on the Transactions or the other transactions
contemplated hereby.


 


(p)        The Administrative
Agent shall have received evidence that, as of the Closing Date, the procedures
with respect to cash management required by the Security Documents have been
established and are currently being maintained by each Loan Party, together
with account control agreements duly executed by each such Loan Party and the
other parties thereto in connection therewith.


 


(q)        No later than the fifth
Business Day prior to the Closing Date, the Lenders shall have received, to the
extent requested, all documentation and other information required by
regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA PATRIOT Act.


 


(r)         The Administrative
Agent shall have received a notice of Borrowing as required by Section 2.03.


 


(s)        The representations and
warranties set forth in Article 3 and in each other Loan Document shall be
true and correct on and as of the Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date.


 


(t)         At the time of and
immediately after giving effect to the Borrowing on the Closing Date, no
Default or Event of Default shall have occurred and be continuing.


 


ARTICLE 5

AFFIRMATIVE COVENANTS


 


The Borrower
covenants and agrees with each Lender that so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all other expenses or
amounts payable under any Loan Document shall have been paid in full, unless
the Required Lenders shall otherwise consent in writing, the Borrower will, and
will cause each of its Subsidiaries to:


 


Section 5.01.   Financial Statements, Reports, Etc.  In the case of the Borrower,
furnish to the Administrative Agent, which shall furnish to each Lender:


 


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(a)        As soon as practicable
and in any event within 45 days after the end of each fiscal quarter of each
fiscal year except for the fourth fiscal quarter in each fiscal year, an
unaudited consolidated  balance sheet of
the GGS Companies as of the close of such fiscal quarter and unaudited
consolidated statements of income and cash flows for the fiscal quarter then
ended and that portion of the fiscal year then ended, including the notes
thereto, all in reasonable detail setting forth in comparative form the
corresponding figures as of the end of and for the corresponding period in the
preceding fiscal year, and prepared by the GGS Companies in accordance with
GAAP and, if applicable, containing disclosure of the effect on the financial
position or results of operations of any change in the application of
accounting principles and practices during the period, and certified by the
chief financial officer of the Borrower as presenting fairly in all material
respects the financial condition of the GGS Companies on a consolidated basis as
of their respective dates and the results of operations of the GGS Companies
for the respective periods then ended, subject to normal year end adjustments.


 


(b)        As soon as practicable
and in any event within 90 days (or, in the case of the fiscal year ended December 31,
2007, 120 days) after the end of each fiscal year commencing with the fiscal
year ended December 31, 2007, a consolidated balance sheet of the GGS
Companies as of the close of such fiscal year and consolidated statements of
income, retained earnings and cash flows for the fiscal year then ended,
including the notes thereto, all in reasonable detail setting forth in
comparative form the corresponding figures as of the end of and for the
preceding fiscal year and audited by UHY, LLP or another independent certified
public accounting firm acceptable to the Administrative Agent in accordance
with GAAP and, if applicable, containing disclosure of the effect on the
financial position or results of operations of any change in the application of
accounting principles and practices during the year, and accompanied by a
report thereon by such certified public accountants (which report shall be
without a “going concern” or like qualification or exception and shall not be
qualified with respect to scope limitations imposed by any GGS Company or with
respect to accounting principles followed by any GGS Company not in accordance
with GAAP) to the effect that such financial statements fairly present in all
material respects the financial conditions and results of operations of the GGS
Companies on a consolidated basis in accordance with GAAP consistently applied.


 


(c)        As soon as practicable
and in any event prior to the beginning of each fiscal year (commencing with
fiscal year 2008), a business plan of the GGS Companies for the ensuing four
fiscal quarters, such plan to include, on a quarterly basis, the
following:  a quarterly operating and
capital budget, operating assumptions, a projected income statement, statement
of cash flows and balance sheet and a report containing management’s discussion
and analysis of such projections, accompanied by a certificate from the chief
financial officer of the Borrower to the effect that, to the best of such
officer’s knowledge, such projections are good faith and reasonable estimates
(utilizing reasonable 


 


52

















 


assumptions in light of current
conditions and current facts) of the financial condition and operations of the
GGS Companies for such four quarter period.


 


(d)        At each time financial
statements are delivered pursuant to Sections 5.01(a) or 5.01(b) and
at such other times as the Administrative Agent shall reasonably request, a
certificate of the chief financial officer or the treasurer of the Borrower in
the form of Exhibit E attached hereto (an “Officer’s
Compliance Certificate”), including the portion, if any, of the
Available Amount or the Equity Proceeds Available Amount expended during the
period covered by such financial statements and the purpose for which such portion
was expended and the then remaining unutilized portion of the Available Amount
and the Equity Proceeds Available Amount.


 


(e)        At each time financial
statements are delivered pursuant to Sections 5.01(a) or 5.01(b), (i) a
report showing the projected usage of any and all seismic crews owned or
operated by the GGS Companies for the ensuing three calendar months and (ii) backlog
reports and a summary of the location of each seismic crew and the status of
each ongoing project for such crews.


 


(f)         At each time financial
statements are delivered pursuant to Section 5.01(b), a certificate of the
independent public accountants certifying such financial statements and stating
that in connection with their audit, nothing came to their attention that
caused them to believe that any GGS Company failed to comply with the Financial
Covenant insofar as it relates to financial and accounting matters or, if such
is not the case, specifying such non-compliance and its nature and period of
existence.


 


(g)        Promptly upon receipt
thereof, copies of all reports, if any, submitted to any GGS Company or its
Board of Directors (or equivalent body) or any shareholder thereof by its
independent public accountants in connection with their auditing function,
including any management report and any management responses thereto.


 


(h)        Promptly after the same
become publicly available, copies of all periodic and other reports, proxy
statements and other materials filed by any GGS Company with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed to its shareholders, as the case may be.


 


(i)         Such other information
regarding the operations, business affairs and financial condition of the GGS
Companies, or compliance with the terms of the Loan Documents, as the
Administrative Agent or any Lender may reasonably request, including all
documentation and other information that such Lender reasonably requests in order
to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT
Act.


 


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Section 5.02.   Notice of Litigation and Other Matters.  Furnish to the Administrative
Agent and each Lender prompt (but in no event later than 10 days after any
executive officer of any GGS Company obtains knowledge thereof) written notice
of the following:


 


(a)        the commencement of, or
notice of intention of any person to commence, any proceedings and
investigations by or before any Governmental Authority and all actions and
proceedings in any court or before any arbitrator against or involving any GGS
Company or any of their respective properties, assets or businesses which if
adversely determined could reasonably be expected to have a Material Adverse
Effect;


 


(b)        any notice of any
violation received by any GGS Company from any Governmental Authority including
any notice of violation of Environmental Laws which in any such case could
reasonably be expected to have a Material Adverse Effect;


 


(c)        any labor controversy
that has resulted in, or threatens to result in, a strike or other work action
against any GGS Company which in any such case could reasonably be expected to
have a Material Adverse Effect;


 


(d)        any attachment,
judgment, lien, levy or order exceeding $1,000,000 that may be assessed against
any GGS Company and which is not adequately covered by insurance;


 


(e)        (i) any Default or
Event of Default or (ii) any event which constitutes or which with the
passage of time or giving of notice or both would constitute a default or event
of default under any Material Contract to which any GGS Company is a party or
by which any GGS Company or any of their respective properties may be bound and
which such event could reasonably be expected to have a Material Adverse
Effect, in each case specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;


 


(f)         with respect to any of
the following matters which, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect, (i) any unfavorable
determination letter from the Internal Revenue Service regarding the qualification
of an Employee Benefit Plan under Section 401(a) of the Code (along
with a copy thereof), (ii) all notices received by any GGS Company or
ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a
trustee appointed to administer any Pension Plan, (iii) all notices
received by any GGS Company or any ERISA Affiliate from a Multiemployer Plan
sponsor concerning the imposition or amount of withdrawal liability pursuant to
Section 4202 of ERISA and (iv) any GGS Company obtaining knowledge or
reason to know that any GGS Company or ERISA Affiliate has filed or intends to
file a notice of intent to terminate any Pension Plan under a distress
termination within the meaning of Section 4041(c) of ERISA;


 


54

















 


(g)        any other development
that has resulted in, or could reasonably be expected to result in, a Material
Adverse Effect; and


 


(h)        any change in the
Borrower’s public corporate credit rating by S&P, in the Borrower’s public
corporate family rating by Moody’s or in the ratings of the Credit Facility by
S&P or Moody’s, or any notice from either such agency indicating its intent
to effect such a change or to place the Borrower or the Credit Facility on a
“CreditWatch” or “WatchList” or any similar list, in each case with negative
implications, or its cessation of, or its intent to cease, rating the Borrower
or the Credit Facility.


 


The Borrower
hereby acknowledges that (a) the Administrative Agent and/or an Arranger
will make available to the Lenders materials and/or information provided by or
on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or
another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with
respect to the Borrower or its securities) (each, a “Public
Lender”).  The Borrower hereby
agrees that at any time that the Borrower is the issuer of any outstanding debt
or equity securities that are registered or issued pursuant to a private
offering or is actively contemplating issuing any such securities it will use
commercially reasonable efforts to identify that portion of the Borrower Materials
that may be distributed to the Public Lenders and that (w) all such
Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at
a minimum, shall mean that the word “PUBLIC” shall appear prominently on the
first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
Borrower shall be deemed to have authorized the Administrative Agent, the
Arrangers and the Lenders to treat such Borrower Materials as not containing
any material non-public information (although it may be sensitive and
proprietary) with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion
of the Platform designated “Public Investor”; and (z) the Administrative
Agent and the Arrangers shall be entitled to treat any Borrower Materials that
are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.”


 


Section 5.03.   Accuracy of Information.  All written information, reports,
statements and other papers and data furnished by or on behalf of the GGS
Companies to the Administrative Agent or any Lender whether pursuant to this Article 5
or any other provision of this Agreement, or any of the Security Documents,
shall, at the time the same is so furnished, comply with the representations
and warranties set forth in Section 3.24.


 


Section 5.04.   Preservation of Corporate Existence and
Related Matters.  Except as permitted
by Section 6.04, preserve and maintain its separate corporate existence
and all rights, franchises, licenses and privileges reasonably necessary


 


55

















 


to the conduct of its business,
and qualify and remain qualified as a foreign corporation and authorized to do
business in each jurisdiction in which the failures to so qualify, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


Section 5.05.   Maintenance of Property.  In addition to the requirements of
any of the Security Documents, protect and preserve all material properties
useful in and material to its business, including copyrights, patents, trade
names, service marks and trademarks; maintain in good working order and
condition all material buildings, equipment and other tangible real and
personal property; and from time to time make or cause to be made all renewals,
replacements and additions to such property necessary for the conduct of its
business, so that the business carried on in connection therewith may be
conducted in a commercially reasonable manner consistent with past practice.


 


Section 5.06.   Insurance. 
(a) Keep its insurable properties adequately insured at
all times by financially sound and reputable insurers; maintain such other
insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as is customary with companies in
the same or similar businesses operating in the same or similar locations,
including public liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the
use of any properties owned, occupied or controlled by it; and maintain such
other insurance as may be required by Applicable Law.


 


(b)        Cause all such policies
covering any Collateral to be endorsed or otherwise amended to include a
customary lender’s loss payable endorsement, in form and substance satisfactory
to the Administrative Agent and the Collateral Agent, which endorsement shall
provide that, from and after the Closing Date, if the insurance carrier shall
have received written notice from the Administrative Agent or the Collateral
Agent of the occurrence of an Event of Default, the insurance carrier shall pay
all proceeds otherwise payable to the Borrower or the Loan Parties under such
policies directly to the Collateral Agent (subject to the provisions of the
Intercreditor Agreement); cause all such policies to provide that neither the
Borrower, the Administrative Agent, the Collateral Agent nor any other party
shall be a coinsurer thereunder and to contain a “Replacement
Cost Endorsement”, without any deduction for depreciation, and such
other provisions as the Administrative Agent or the Collateral Agent may
reasonably require from time to time to protect their interests; promptly upon
written request, deliver original or certified copies of all such policies to
the Collateral Agent; cause each such policy to provide that it shall not be
canceled, modified or not renewed (i) by reason of nonpayment of premium
upon not less than 10 days’ prior written notice thereof by the insurer to the
Administrative Agent and the Collateral Agent (giving the Administrative Agent
and the Collateral Agent the right to cure defaults in the payment of premiums)
or (ii) for any other reason upon not less than 30 days’ prior written
notice thereof by the insurer to the Administrative Agent and the Collateral
Agent; deliver to the Administrative Agent and the 


 


56

















 


Collateral Agent, prior to the
cancellation, modification or nonrenewal of any such policy of insurance, a
copy of a renewal or replacement policy (or other evidence of renewal of a
policy previously delivered to the Administrative Agent and the Collateral
Agent) together with evidence satisfactory to the Administrative Agent and the
Collateral Agent of payment of any premium due therefor.


 


Section 5.07.   Accounting Methods and Financial
Records.  Maintain a system of
accounting, and keep such books, records and accounts (which shall be true and
complete in all material respects) as may be required or as may be necessary to
permit the preparation of financial statements in accordance with GAAP and in compliance
in all material respects with the regulations of any Governmental Authority
having jurisdiction over it or any of its properties.


 


Section 5.08.   Payment and Performance of Obligations.  Pay and perform all Obligations
under this Agreement and the other Loan Documents, and pay or perform promptly
when due (a) all taxes, assessments and other governmental charges that
may be levied or assessed upon it or any of its property, (b) all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might
give rise to a Lien upon such properties or any part thereof and (c) all
other indebtedness, obligations and liabilities in accordance with customary
trade practices; provided, that such GGS Company
may contest any item described in clauses (a), (b) or (c) of this Section in
good faith by appropriate proceedings so long as adequate reserves are
maintained with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested item and, in the case of a
Mortgaged Property, there is no imminent risk of forfeiture of such property.


 


Section 5.09.   Compliance with Laws and Approvals.  Observe and remain in compliance
in all material respects with all Applicable Laws and maintain in full force
and effect all material Governmental Approvals, in each case applicable to the
conduct of its business.


 


Section 5.10.   Environmental Laws.  (a) In addition to and
without limiting the generality of Section 5.09, (i) except where the
failure to so comply could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, comply with, and use commercially
reasonable efforts consistent with customary industry practices to ensure such
compliance by all tenants and subtenants with, all applicable Environmental
Laws and obtain and comply with and maintain, and use commercially reasonable
efforts consistent with customary industry practices to ensure that all tenants
and subtenants, if any, obtain and comply with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws, (ii) conduct and complete all investigations, studies,
sampling and testing, and all remedial, removal and other actions required
under Environmental Laws, and promptly comply with all lawful orders and
directives of any Governmental Authority regarding Environmental Laws and (iii) defend,
indemnify and hold


 


57

















 


harmless the Administrative
Agent, the Collateral Agent and the Lenders, and their respective parents,
Subsidiaries, Affiliates, employees, agents, officers and directors, from and
against any claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the presence
of Hazardous Materials, or the violation of, noncompliance with or liability
under any Environmental Laws applicable to the operations of such GGS Company,
or any orders, requirements or demands of Governmental Authorities related
thereto, including reasonable attorney’s and consultant’s fees, investigation
and laboratory fees, response costs, court costs and litigation expenses,
except to the extent that any of the foregoing directly result from the gross
negligence or willful misconduct of the party seeking indemnification therefor,
as determined by a court of competent jurisdiction by final nonappealable
judgment.


 


(b)        If a Default caused by
reason of a breach of Section 3.08 or Section 5.10(a) shall have
occurred and be continuing for more than 20 days without any GGS Company
commencing activities reasonably likely to cure such Default, at the written
request of the Required Lenders through the Administrative Agent, provide to
the Lenders within 45 days after such request, at the expense of the Loan
Parties, an environmental site assessment report regarding the matters which
are the subject of such Default prepared by an environmental consulting firm reasonably
acceptable to the Administrative Agent and indicating the presence or absence
of Hazardous Materials and the estimated cost of any compliance or remedial
action in connection with such Default.


 


Section 5.11.   ERISA. 
In addition to and without limiting the generality of Section 5.09,
(a) except where the failure to so comply could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply
with all material applicable provisions of ERISA and the regulations and
published interpretations thereunder with respect to all Employee Benefit
Plans, (ii) not take any action or fail to take action the result of which
could be a liability to the PBGC or to a Multiemployer Plan, (iii) not
participate in any prohibited transaction that could result in any civil
penalty under ERISA or tax under the Code and (iv) operate each Employee
Benefit Plan in such a manner that will not incur any tax liability under Section 4980B
of the Code or any liability to any qualified beneficiary as defined in Section 4980B
of the Code and (b) furnish to the Administrative Agent upon the
Administrative Agent’s request such additional information about any Employee
Benefit Plan as may be reasonably requested by the Administrative Agent.


 


Section 5.12.   Compliance with Agreements.   Comply in all respects with each
term, condition and provision of all leases, agreements and other instruments
entered into in the conduct of its business including any Material Contract,
except (it being agreed that this exception shall not apply to any Loan
Document) where the failures to so comply could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect; provided, that such GGS Company 


 


58

















 


may contest any such lease,
agreement or other instrument (except any Loan Document) in good faith through
appropriate proceedings so long as adequate reserves are maintained in
accordance with GAAP.


 


Section 5.13.   Visits and Inspections.  Permit representatives of the
Administrative Agent or any Lender, from time to time (and, if no Default or
Event of Default has occurred and is continuing, upon reasonable notice and
during normal business hours), to visit and inspect its properties; inspect,
audit and make extracts from its books, records and files, including management
letters prepared by independent accountants; and discuss with its principal
officers, and its independent accountants, its business, assets, liabilities,
financial condition, results of operations and business prospects; provided that, unless an Event of Default has occurred and
is continuing, the Lenders, as a whole, shall be entitled to make only one
visit for any such purpose in any fiscal year. 
The Borrower shall be responsible for all reasonable costs incurred by
the Administrative Agent (including any consultant or advisor engaged by the
Administrative Agent) pursuant to this Section.


 


Section 5.14.   Additional Subsidiaries; Collateral.  (a) Promptly, but no later
than 30 days (or such longer period as the Administrative Agent may agree in
its sole discretion), after any Domestic Subsidiary of any GGS Company is
formed or acquired (including as a result of any Permitted Acquisition) (each
such new Subsidiary, an “Additional Subsidiary”),
cause to be executed and delivered to the Administrative Agent (or, in the case
of clause (D) below at any time prior to discharge in full of the
obligations under or in respect of the First Lien Credit Agreement, to the administrative
agent under the First Lien Credit Agreement, to be held as contemplated by the
Intercreditor Agreement) (A) a duly executed joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent joining such
Additional Subsidiary to the Guaranty Agreement, the Collateral Agreement and
any other applicable Security Documents, (B) unless already pledged
pursuant thereto, a duly executed joinder agreement in form and substance
satisfactory to the Administrative Agent to the Collateral Agreement executed
by each Loan Party owning any Equity Interests in such Additional Subsidiary
pursuant to which such Equity Interests shall have been pledged in favor of the
Collateral Agent, (C) updated Schedules 3.01 and 3.02 reflecting the creation
or acquisition of such Additional Subsidiary and such other updated schedules
to any Loan Document as may be reasonably requested by the Administrative
Agent, (D) original stock or other certificates and stock or other
transfer powers evidencing the ownership interests of the Borrower or
applicable Subsidiary, as applicable, in such Additional Subsidiary and (E) any
other documents and certificates as may be reasonably requested by the
Administrative Agent or the Required Lenders (through the Administrative
Agent).


 


(b)        Promptly, but no later
than 45 days (or such longer period as the Administrative Agent may agree in
its sole discretion), after any acquisition of or involving material real
property (including material leasehold interests), in each 


 


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case as determined by the
Administrative Agent in its reasonable discretion, cause to be executed and
delivered to the Administrative Agent (i) Mortgages (unless otherwise
agreed by the Administrative Agent) and (ii) an updated Schedule 3.18
together with title insurance policies, evidence of property insurance, copies
of title exceptions, flood surveys, property surveys, environmental assessments
and any other documentation reasonably requested by the Administrative Agent,
all in form and content reasonably acceptable to the Administrative Agent.


 


(c)        Promptly, but no later
than 45 days (or such longer period as the Administrative Agent may agree in
its sole discretion), after any acquisition of or involving any marine vessel,
cause to be executed and delivered to the Administrative Agent (i) a
Vessel Mortgage with respect thereto and (ii) an updated Schedule 3.27(d) together
with evidence of insurance covering such vessel and any other documentation
reasonably requested by the Administrative Agent, all in form and content
reasonably acceptable to the Administrative Agent.


 


(d)        As promptly as
practicable after the Closing Date (but in any event by no later than the date
that is three months (or such later date as the Administrative Agent may agree
in its sole discretion) after the Closing Date) cause to be executed and
delivered to the Administrative Agent a Mortgage with respect to the Owned Real
Property together with title insurance policies, evidence of property
insurance, copies of title exceptions, flood surveys, property surveys,
environmental assessments and any other documentation reasonably requested by
the Administrative Agent, all in form and content reasonably acceptable to the
Administrative Agent (the “Mortgage Requirement”);
provided, however, that nothing
contained in this Section 5.14(d) shall be construed to limit or
restrict the Borrower from granting Liens on the Owned Real Property pursuant
to Section 6.02(o) and in such event the Mortgage Requirement shall
no longer be in effect and any Liens existing in favor of the Secured Parties
with respect to such Owned Real Property shall be released and of no further
force and effect, and each Secured Party hereby authorizes and directs the
Administrative Agent and the Collateral Agent to execute and deliver such
releases, financing statements and other documents and agreements requested by
Borrower in order to effectuate the release of such Liens; provided
further, however that upon the release of any Liens granted pursuant
to Section 6.02(o), the Borrower shall promptly comply with the Mortgage
Requirement.


 


(e)        If the aggregate book
value of the assets of Foreign Subsidiaries organized under the laws of any
single jurisdiction (a country being deemed to be a single jurisdiction) shall
at any time exceed $10,000,000 and such condition shall exist for three
consecutive Business Days, within 30 days (or such longer period as the
Administrative Agent may agree in its sole discretion), (i) cause all outstanding
Equity Interests in such Foreign Subsidiaries owned directly by or on behalf of
any Loan Party to be pledged in favor of the Collateral Agent pursuant to a
pledge agreement in form and content reasonably acceptable to the
Administrative Agent (except that the Loan Parties shall not be required to
pledge more than 66% of the outstanding voting Equity Interests in such Foreign



 


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Subsidiary) and shall take such
steps as are required or are reasonably advisable under the laws of such
jurisdiction to perfect such pledge (including, if required or reasonably
advisable under such laws, entering into a pledge agreement governed by the laws
of such jurisdiction) and (ii) cause to be executed and delivered to the
Administrative Agent (or at any time prior to discharge in full of the
obligations under or in respect of the First Lien Credit Agreement, to the
administrative agent under the First Lien Credit Agreement, to be held as
contemplated by the Intercreditor Agreement) original stock or other
certificates and stock or other transfer powers evidencing the ownership
interests of the Loan Parties in such Foreign Subsidiaries so pledged, and any
other documents and certificates as may be reasonably requested by the
Administrative Agent or the Required Lenders (through the Administrative
Agent); provided that the Administrative Agent
may, in its sole discretion, exempt the Borrower from entering into or
perfecting such pledge if the Administrative Agent determines that the cost of
entering into or perfecting such pledge is excessive in relation to the benefit
afforded thereby.


 


(f)         Within the time
periods specified therein (unless extended by the Administrative Agent in its
sole discretion), the Borrower shall take the actions set forth in the letter
agreement of even date herewith by and among the Borrower and the
Administrative Agent (the “Post-Closing Letter”).


 


(g)        In connection with any
of the foregoing, deliver or cause to be delivered to the Administrative Agent
any legal opinions and other documents as the Administrative Agent may
reasonably request relating to the existence of the relevant GGS Company, the
corporate or other authority for and the validity of the relevant Security
Documents and the creation and perfection of the Lien purportedly created
thereby and any other matters relevant thereto, all in form and substance
reasonably acceptable to the Administrative Agent.


 


Section 5.15.   Interest Rate Contracts.  On or before the date that is 30
days after the Closing Date, the Borrower shall establish and thereafter
maintain Interest Rate Contracts with respect to interest rate exposure under
this Agreement and the First Lien Credit Agreement with an aggregate notional
principal amount thereunder equal to at least 50% of the aggregate outstanding
Loans hereunder and term loans made under the First Lien Credit Facility on the
Closing Date, with tenors not less than two years from the Closing Date and
otherwise in form and substance reasonably satisfactory to the Administrative
Agent.


 


Section 5.16.   Use of Proceeds.  Use the proceeds of the Loans only
for the purposes specified in the introductory statement to this Agreement.


 


Section 5.17.   Further Assurances.  Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under Applicable
Law, or that the Required Lenders, the Administrative Agent or the Collateral 


 


61

















 


Agent may reasonably request,
in order to effectuate the transactions contemplated by the Loan Documents and
in order to grant, preserve, protect and perfect the validity and priority of
the security interests created or intended to be created by the Security
Documents.


 


Section 5.18.   Ratings. 
Use commercially reasonable efforts to cause the Credit
Facility to be continuously rated by S&P and Moody’s and to maintain a
public corporate credit rating from S&P and a public corporate family
rating from Moody’s, in each case in respect of the Borrower.


 


Section 5.19.   Information Regarding Collateral.  (a) Furnish to the
Administrative Agent at least 30 days’ prior written notice of any change (i) in
any Loan Party’s corporate name, (ii) in the jurisdiction of organization
or formation of any Loan Party, (iii) in any Loan Party’s identity or corporate
structure or (iv) in any Loan Party’s Federal Taxpayer Identification
Number.  The Borrower also agrees
promptly to notify the Administrative Agent if any material portion of the
Collateral is damaged or destroyed.


 


(b)        In the case of the
Borrower, each year, at the time of delivery of the annual financial statements
with respect to the preceding fiscal year pursuant to Section 5.01(b),
deliver to the Administrative Agent a certificate of a Financial Officer
setting forth the information required pursuant to Section 2 of the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section 5.19.


 


ARTICLE 6

NEGATIVE COVENANTS


 


The Borrower
covenants and agrees with each Lender that, so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the
principal of and interest on each Loan, all Fees and all other expenses or
amounts payable under any Loan Document have been paid in full, unless the
Required Lenders shall otherwise consent in writing, neither the Borrower will,
nor will it cause or permit any of its Subsidiaries to:


 


Section 6.01.   Limitations on Debt.  Create, incur, assume or suffer to
exist any Debt except:


 


(a)        the Obligations;


 


(b)        Debt incurred by the
Borrower in connection with a Financial Hedging Agreement (i) that is
entered into in the ordinary course of business for purposes of mitigating
risks associated with its business and that is not speculative in nature or (ii) required
pursuant to Section 5.15;


 


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(c)        Debt of the Borrower
and its Subsidiaries existing on the Closing Date and set forth on Schedule
3.20 and not otherwise permitted under this Section, and any extensions,
renewals or replacements of such Debt to the extent the principal amount of
such Debt is not increased, neither the final maturity nor the weighted average
life to maturity of such Debt is decreased, such Debt, if subordinated to the
Obligations, remains so subordinated on terms no less favorable to the Lenders,
and the original obligors in respect of such Debt remain the only obligors
thereon;


 


(d)        Debt of the Borrower
under the First Lien Credit Agreement in an aggregate principal amount at any
time outstanding not to exceed the amount permitted under the Intercreditor
Agreement; provided that the aggregate face amount
of letters of credit issued under the First Lien Credit Agreement and letters
of credit issued under Section 6.01(n) shall not exceed $36,000,000
at any time outstanding;


 


(e)        Debt of the Loan
Parties incurred in connection with Capital Leases; provided
that the aggregate principal amount of Debt outstanding under Sections 6.01(e) and
(f) shall not exceed $30,000,000 at any time outstanding;


 


(f)         purchase money Debt of
the Loan Parties; provided that the aggregate
principal amount of Debt outstanding under Sections 6.01(e) and (f) shall
not exceed $30,000,000 at any time outstanding;


 


(g)        Debt incurred by the
Loan Parties to finance the acquisition, development and construction of
improvements on the Owned Real Property in an aggregate principal amount not to
exceed $9,000,000 at any time outstanding;


 


(h)        other unsecured Debt of
the Loan Parties in an aggregate principal amount not to exceed $30,000,000 at
any time outstanding;


 


(i)         Guaranty Obligations
in favor of the Administrative Agent for the benefit of the Administrative
Agent and the other Secured Parties;


 


(j)         Guaranty Obligations
of any Loan Party with respect to Debt permitted pursuant to subsections (a) through
(g) of this Section;


 


(k)        Debt in an aggregate
principal amount not to exceed $3,000,000 at any time outstanding consisting of
promissory notes issued by the Loan Parties to current or former officers,
directors and employees or their spouses or estates of such Loan Parties to
purchase or redeem capital stock or options of the Borrower; provided that any such promissory note is subordinated to
the Obligations under this Agreement on terms and conditions reasonably
acceptable to the Administrative Agent;


 


(l)         Subordinated Debt of
the Loan Parties (including Debt issued to a seller in connection with a
Permitted Acquisition); provided that
(i) such 


 


63

















 


Subordinated Debt is expressly
subordinated to the Obligations on terms reasonably acceptable to the
Administrative Agent, (ii) such Subordinated Debt does not mature, and is
not subject to repurchase, repayment, redemption, sinking fund obligation or
amortization, in each case, prior to the date that is six months after the
Maturity Date, (iii) such Subordinated Debt is not secured by any assets
of the GGS Companies, (iv) such Subordinated Debt contains no financial
maintenance covenants and otherwise contains covenants and events of default
and are benefited by guarantees, if any, which are no less favorable to the
Loan Parties than the covenants and events of default and guarantees contained
in this Agreement and the other applicable Loan Documents, (v) such
Subordinated Debt is not exchangeable or convertible into any other Debt of the
GGS Companies or any preferred stock or other Equity Interests (other than
common equity of the Borrower) that is not otherwise permitted under the terms
of this Agreement, (vi) the aggregate principal amount of such
Subordinated Debt does not exceed $30,000,000 at any one time outstanding and (vii) no
Default or Event of Default shall have occurred and be continuing at the time
of incurrence thereof or would result therefrom;


 


(m)       intercompany loans among
the Borrower and the Subsidiaries to the extent permitted by Section 6.03(a);


 


(n)        Debt of the Loan
Parties in respect of letters of credit in an aggregate face amount not to
exceed $36,000,000 at any time outstanding supporting payment obligations
incurred in the ordinary course of business of the GGS Companies; provided that the aggregate face amount of letters of credit
issued under the First Lien Credit Agreement and letters of credit issued under
this Section 6.01(n) shall not exceed $36,000,000 at any time
outstanding;


 


(o)        Debt not yet due that
arises pursuant to customary provisions in acquisition agreements relating to
indemnification, “earn-out” payments, payments under non-competition
agreements, purchase price adjustments or similar adjustments in connection
with Permitted Acquisitions or dispositions of assets permitted hereunder;


 


(p)        Debt of the Loan
Parties arising under insurance premium financing arrangements entered into in
the ordinary course of business in an aggregate principal amount not to exceed
$6,000,000 at any time outstanding;


 


(q)        obligations in respect
of performance, stay, customs, appeal and surety bonds and performance and
completion guarantees or obligations in respect of letters of credit related
thereto, in each case in the ordinary course of business and consistent with
past practice;


 


(r)         Debt in respect of
netting services, overdraft protections and similar arrangements, in each case
in connection with cash management and deposit accounts; and


 


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(s)        Subordinated Debt of
the Loan Parties incurred in connection with the Weinman Acquisition; provided that the maturity date of such Subordinated Debt
incurred pursuant to this Section 6.01(s) may be prior to the
maturity date of the Obligations.


 


Section 6.02.   Limitations on Liens.  Create, incur, assume or suffer to
exist any Lien on or with respect to any of its assets or properties (including
any Equity Interests), real or personal, whether now owned or hereafter
acquired or on any income or revenues or rights in respect thereof, except:


 


(a)        Liens for taxes,
assessments and other governmental charges or levies (excluding any Lien
imposed pursuant to any of the provisions of ERISA or Environmental Laws) not
yet due or as to which the period of grace (not to exceed 30 days), if any,
related thereto has not expired or which are being contested in compliance with
Section 5.08;


 


(b)        the claims of
materialmen, mechanics, carriers, warehousemen, processors or landlords for
labor, materials, supplies or rentals incurred in the ordinary course of
business, (i) which are not overdue for a period of more than 30 days or (ii) which
are being contested in compliance with Section 5.08;


 


(c)        Liens consisting of
deposits or pledges made in the ordinary course of business in connection with,
or to secure payment of, obligations under workers’ compensation, unemployment
insurance or similar legislation;


 


(d)        (i) deposits to
secure the performance of bids, trade contracts, governmental contracts and
leases (in each case, other than Debt for borrowed money or Capital Leases),
statutory obligations, surety, stay, customs and appeal bonds, performance
bonds, performance and completion guarantees and other obligations of a like
nature (including those to secure health, safety and environmental obligations)
incurred in the ordinary course of business and consistent with past practice
and (ii) obligations in respect of letters of credit or bank guarantees
that have been posted by the Borrower or any of its Subsidiaries to support the
payment of items set forth in preceding clause (i) of this subsection;


 


(e)        Liens constituting
encumbrances in the nature of zoning restrictions, easements, rights of way,
encroachments and other minor irregularities of title, and rights or
restrictions of record on the use of real property, which in the aggregate are
not substantial in amount and which do not, in any case, detract from the value
of such property or impair the use thereof in the ordinary conduct of business;


 


(f)         Liens of the
Collateral Agent for the benefit of the Collateral Agent and the other Secured
Parties under the Loan Documents;


 


(g)        the First Priority
Liens;


 


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(h)        Liens on the assets of
the Borrower or its Subsidiaries not otherwise permitted by this Section and
in existence on the Closing Date and described on Schedule 6.02; provided that such Liens shall secure only those obligations
which they secure on the Closing Date;


 


(i)         Liens on the assets of
the Loan Parties securing Debt permitted under Sections 6.01(e) and
6.01(f); provided that (i) such Liens shall
be created substantially simultaneously with the acquisition or lease of the
related asset, (ii) such Liens do not at any time encumber any property
other than the property financed by such Debt, (iii) the amount of Debt
secured thereby is not increased and (iv) the principal amount of Debt secured
by any such Lien shall at no time exceed 100% of the original purchase price or
lease payment amount of such property at the time it was acquired;


 


(j)         Liens on cash deposits
by Loan Parties in an aggregate amount not exceeding $36,000,000 at any time
securing Debt permitted by Section 6.01(n);


 


(k)        Liens on amounts held
in escrow accounts pursuant to the terms of acquisition agreements in
connection with Permitted Acquisitions;


 


(l)         purported Liens
evidenced by the filing of precautionary UCC financing statements relating
solely to operating leases of personal property entered into in the ordinary
course of business;


 


(m)       licenses of patents,
trademarks and other intellectual property rights granted by Borrower or any of
its Subsidiaries in the ordinary course of business and not interfering in any
respect with the ordinary conduct of the business of Borrower or such
Subsidiary;


 


(n)        judgment Liens not
otherwise constituting or arising out of an Event of Default pursuant to Section 7.01(m);


 


(o)        Liens on the Owned Real
Property and any improvements constructed thereon securing Debt incurred
pursuant to Section 6.01(g);


 


(p)        Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods in the ordinary
course of business; and


 


(q)        Liens not otherwise
permitted hereunder on assets of the Loan Parties securing Debt or other
obligations which do not exceed $6,000,000 in the aggregate at any time
outstanding.


 


Section 6.03.   Limitations on Loans, Advances, Investments
and Acquisitions.  Purchase,
own, invest in or otherwise acquire, directly or indirectly, any Equity
Interest (including the creation or capitalization of any Subsidiary), evidence
of Debt or other obligation or security, substantially all or a portion of 


 


66

















 


the business or assets of any
other Person or any other investment or interest whatsoever in any other
Person, or make or permit to exist, directly or indirectly, any loans, advances
or extensions of credit to, or any investment in cash or by delivery of
property in, any Person except:


 


(a)        loans, advances or
investments (i) existing on the date hereof by the Borrower in or to any
Subsidiary or by any Subsidiary in or to the Borrower or any other Subsidiary
and (ii) made after the date hereof by the Borrower in or to any
Subsidiary or by any Subsidiary in or to the Borrower or any other Subsidiary; provided that the aggregate outstanding amount of such
loans, advances and investments made by Loan Parties in or to Subsidiaries that
are not Loan Parties (determined without regard to any write-downs or
write-offs of such investments, loans and advances) shall not exceed
$30,000,000 at any time outstanding;


 


(b)        investments in (i) marketable
direct obligations issued or unconditionally guaranteed by the United States of
America (or any agency thereof to the extent such obligations are backed by the
full faith and credit of the United States of America) maturing within 365 days
from the date of acquisition thereof, (ii) commercial paper maturing no
more than 120 days from the date of creation thereof and currently having the
highest rating obtainable from either S&P or Moody’s, (iii) certificates
of deposit maturing no more than 365 days from the date of creation thereof
issued by commercial banks incorporated under the laws of the United States of
America, each having combined capital, surplus and undivided profits of not
less than $500,000,000 and having a rating of “A” or better by a nationally
recognized rating agency; (iv) shares of any money market mutual fund that
(a) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (i), (ii), (iii) and (vi), (b) has
net assets of not less than $500,000,000, and (c) has the highest rating
obtainable from either S&P or Moody’s; (v) fully collateralized
repurchase agreements with a term of not more than 30 days for underlying
securities of the type described in clauses (i) and (ii) above
entered into with any bank meeting the qualifications specified in clause (iii) above
or securities dealers of recognized national standing; or (vi) time
deposits maturing no more than 90 days from the date of creation thereof with commercial
banks or savings banks or savings and loan associations each having membership
either in the FDIC or the deposits of which are insured by the FDIC and in
amounts not exceeding the maximum amounts of insurance thereunder (such
investments described in items (i) through (vi) above, “Cash Equivalents”);


 


(c)        the Borrower or any
Subsidiary may acquire all or substantially all the assets of a Person or line
of business of such Person, or not less than 100% of the Equity Interests
(other than directors’ qualifying shares) of a Person (referred to herein as
the “Acquired Entity”) if each such
acquisition meets all of the following requirements (such acquisitions being “Permitted Acquisitions”):


 


67

















 


(i)            the Acquired Entity shall be
primarily in substantially similar or related lines of business as the Borrower
and its Subsidiaries;


 


(ii)           the Administrative Agent shall have
received evidence of approval of the acquisition by the acquiree’s board of
directors or equivalent governing body;


 


(iii)          a description of the acquisition in
form and substance satisfactory to the Administrative Agent shall have been
delivered to the Administrative Agent not less than 15 days prior to the
consummation of the acquisition (it being agreed that the description of the
Weinman Acquisition contained in the letter agreement referred to in the
definition thereof shall be deemed satisfactory to the Administrative Agent so
long as the Borrower delivers definitive documentation for such acquisition to
the Administrative Agent prior to the date hereof and such documentation is
substantially consistent with such description);


 


(iv)          the Borrower or any Subsidiary (or if
any Loan Party is a party thereto, such Loan Party) shall be the surviving
Person and no Change in Control shall have been effected thereby;


 


(v)           prior to consummation of the
acquisition, the Borrower or applicable Subsidiary shall have delivered written
evidence demonstrating to the satisfaction of the Administrative Agent that (A) the
Borrower will be in compliance with the Financial Covenant after giving pro
forma effect to the acquisition and any Debt incurred in connection therewith
(and to any other acquisitions consummated and Debt incurred in connection
therewith during the applicable calculation period) and (B) no Default or
Event of Default shall have occurred and be continuing both before and after
giving effect to the acquisition;


 


(vi)          the Borrower or applicable Subsidiary
shall comply with the provisions of Section 5.14 within the time required
by such Section; and


 


(vii)         the total cash consideration (after
deducting cash and Cash Equivalents on the balance sheet of the Person being
acquired or included in the assets being acquired to the extent such cash and
Cash Equivalents are readily available to repay the Obligations) for all such
Permitted Acquisitions shall not exceed $30,000,000 plus the then Available
Amount plus the then Equity Proceeds Available Amount in any 12 month period (provided that the cash consideration paid in respect of the
Weinman Acquisition shall not reduce the amount available for other Permitted
Acquisitions pursuant to this clause (vii));


 


(d)        Financial Hedging
Agreements permitted pursuant to Section 6.01(b);


 


68

















 


(e)        purchases of assets in
the ordinary course of business;


 


(f)         loans by any GGS
Company to officers, directors and employees of the GGS Companies to facilitate
their purchase of ownership interests or options in the Borrower in an
aggregate amount not to exceed $800,000 at any time (determined without regard
to any write-downs or write-offs);


 


(g)        transactions permitted
under Section 6.05(c);


 


(h)        loans and advances to
employees for reasonable travel and business expenses in the ordinary course of
business in an aggregate amount not in excess of $800,000 outstanding at any
time (determined without regard to any write-downs or write-offs); and


 


(i)         other additional loans
and investments not otherwise permitted pursuant to this Section not
exceeding $12,000,000 in the aggregate at any time outstanding plus the then
Available Amount plus the then Equity Proceeds Available Amount (determined
without regard to any write-downs or write-offs); provided,
that all loans made pursuant to this clause shall (i) be evidenced by
promissory notes and such other documents as may be requested by the
Administrative Agent and in form and substance reasonably satisfactory to the
Administrative Agent and (ii) such promissory notes and related documents
shall be delivered to the Administrative Agent (or, at any time prior to the
discharge in full of the obligations under or in respect of the First Lien
Credit Agreement, to the administrative agent under the First Lien Credit
Agreement, to be held as contemplated by the Intercreditor Agreement) as
Collateral in accordance with the provisions of the Collateral Agreement.


 


Section 6.04.   Limitations on Mergers and Liquidation.  Merge, consolidate or enter into
any similar combination with any other Person or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), except that if at the time
thereof and immediately after giving effect thereto no Event of Default or
Default shall have occurred and be continuing:


 


(a)        any wholly owned Subsidiary
of the Borrower may merge into or consolidate with the Borrower; provided that the Borrower shall be the surviving entity;


 


(b)        any wholly owned
Subsidiary of the Borrower may merge into or consolidate with any other wholly
owned Subsidiary of the Borrower in a transaction in which the surviving entity
is a wholly owned Subsidiary of the Borrower and no person other than the
Borrower or a wholly owned Subsidiary of the Borrower receives any
consideration (provided that if any party to any
such transaction is a Loan Party, the surviving entity of such transaction
shall be a Loan Party);


 


69

















 


(c)        any wholly owned
Subsidiary of the Borrower may merge into the Person such wholly owned
Subsidiary was formed to acquire in connection with an acquisition permitted by
Section 6.03(c); and


 


(d)        any wholly owned
Subsidiary of the Borrower may dissolve, liquidate and wind-up into the
Borrower or any Subsidiary Guarantor.


 


Section 6.05.   Limitations on Sale of Assets.  Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including the sale of any receivables and leasehold interests and any
sale-leaseback or similar transaction), whether now owned or hereafter acquired
except:


 


(a)        the sale of inventory
in the ordinary course of business;


 


(b)        the sale in the
ordinary course of business of worn-out or obsolete assets no longer used or
usable in the business of the Borrower or any of its Subsidiaries;


 


(c)        (i) intercompany
leases and transfers of equipment and related assets among GGS Companies that
are Loan Parties, (ii) intercompany leases and transfers of equipment and
related assets among GGS Companies that are not Loan Parties, (iii) intercompany
leases of equipment and related assets by a Loan Party to a GGS Company that is
not a Loan Party in the ordinary course of business so long as such Loan Party
retains title to and ownership of such equipment and related assets at all
times, (iv) intercompany leases of equipment and related assets by a GGS
Company that is not a Loan Party to any other GGS Company in the ordinary
course of business, and (v) any transfer of assets or other transaction
permitted under Section 6.04;


 


(d)        the sale or discount
without recourse of accounts receivable arising in the ordinary course of
business in connection with the compromise or collection thereof;


 


(e)        subject to the
requirements of Section 5.15, the disposition of any Financial Hedging
Agreement;


 


(f)         the sale, or series of
related sales, of any property, business or assets not otherwise permitted by
this Section in an aggregate amount not to exceed $2,000,000 for each such
sale or series of related sales and not to exceed $9,000,000 in the aggregate
during the term of this Agreement;


 


(g)        the sale of
non-strategic assets acquired as part of a Permitted Acquisition that the
Borrower or such Subsidiary intended to sell at the time of such Permitted
Acquisition; provided that such assets are
identified in writing to the Administrative Agent within 60 days after the date
of such Permitted Acquisition; and


 


70

















 


(h)        the lease by any Loan
Party as lessor of equipment to any third party that is not an Affiliate of
such Loan Party in the ordinary course of business so long as such Loan Party
retains title to and ownership of such equipment at all times; provided that the book value of all such equipment subject
to such leases may not exceed, in the aggregate, $30,000,000 plus the sum of
the then Available Amount plus the then Equity Proceeds Available Amount;


 


provided that
with respect to any asset sale permitted under this Section (other than
sales or transfers permitted under Section 6.05(a) through 6.05(e) or
Section 6.05(h)) (i) the Net Cash Proceeds from such asset sale shall
be subject to Section 2.13(d), (ii) such sale shall be made for
consideration at least 75% of which is cash and (iii) such consideration
shall be at least equal to the fair market value of such assets.


 


Section 6.06.   Limitations on Dividends and
Distributions.  Declare or pay
any dividends upon any of its Equity Interests or any other ownership
interests; purchase, redeem, retire or otherwise acquire, directly or
indirectly, any of its Equity Interests or other ownership interests, or,
directly or indirectly, make any distribution of cash, property or assets among
the holders of its Equity Interests or other ownership interests, or make any
change in its capital structure which such change in its capital structure
could reasonably be expected to have a Material Adverse Effect; provided that:


 


(a)        the Borrower or any
Subsidiary may pay dividends in shares of its own capital stock;


 


(b)        any Subsidiary may pay
cash dividends to the Borrower;


 


(c)        transactions under Section 6.04(a),
Section 6.04(b), Section 6.04(d) and Section 6.05(c)(i) and
(ii) shall be permitted;


 


(d)        so long as no Default
or Event of Default shall exist or be continuing, the Borrower may purchase
capital stock or options from present or former employees, officers, directors
or consultants of the GGS Companies or their respective estates, spouses or
family members upon the death, disability or termination of employment of such
employee, officer, director or consultant, or make payments with respect to
Debt used to repurchase such capital stock or options (provided
that the aggregate amount of payments under this clause shall not exceed
$2,000,000 in any fiscal year plus (A) proceeds
of key-man life insurance maintained by the Borrower on the life of the Person with
respect to whom such repurchase is made and (B) notes permitted to be
issued pursuant to Section 6.01(k); provided
further that (1) the cancellation of Debt shall not constitute a
redemption and (2) the consideration for the purchase of capital stock or
options pursuant to this clause may include the issuance of another equity
security);


 


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(e)        so long as no Default
or Event of Default shall exist or be continuing, the Borrower may repurchase
shares of its Class A Common Stock and Class B Common Stock from its
employees; provided that the aggregate amount
expended pursuant to this clause shall not exceed $10,000,000;


 


(f)         so long as no Default
or Event of Default shall exist or be continuing, the Borrower may make
customary payments of cash in lieu of fractional shares in connection with any
transactions otherwise permitted hereunder;


 


(g)        so long as no Default
or Event of Default shall exist or be continuing, (i) if the public
corporate family rating of the Borrower from Moody’s is the same or better than
the public corporate family rating of the Borrower from Moody’s as of the
Closing Date, (ii) if the public corporate credit rating of the Borrower
from S&P is the same or better than the public corporate credit rating of
the Borrower from S&P as of the Closing Date and (iii) if the Borrower
will be in compliance with the Financial Covenant after giving pro forma effect
to the payment of such dividends or other payments and to any Debt incurred in
connection therewith, then the Borrower may declare and pay dividends on, make
distributions of cash or other assets (valued at fair market value) on, or
repurchase or otherwise acquire, its Equity Interests from the then Available
Amount, but not to exceed $12,000,000 during any fiscal year; and


 


(h)        so long as no Default
or Event of Default shall exist or be continuing and the Borrower will be in
compliance with the Financial Covenant after giving pro forma effect to the
payment of such dividends or other payments and to any Debt incurred in
connection therewith, the Borrower may declare and pay dividends on, make
distributions of cash on, or repurchase or otherwise acquire, its Equity
Interests from the then Equity Proceeds Available Amount.


 


Section 6.07.   Limitations on Exchange and Issuance of
Capital Stock.  Issue, sell or
otherwise dispose of any class or series of any Equity Interests that, by its
terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of an event or passage of time would
be, (a) required to be redeemed or repurchased, including at the option of
the holder or at maturity, in whole or in part, or has, or upon the happening
of an event or passage of time would have, a redemption or similar payment due,
or requires payment of any cash dividend or any other scheduled payment
constituting a return of capital, in each case at any time on or prior to the
first anniversary of the Maturity Date or (b) convertible or exchangeable
into Debt or any Equity Interest referred to in clause (a).


 


Section 6.08.   Transactions with Affiliates.  (a) Except to the extent
expressly permitted pursuant to Section 6.03(a) or Section 6.06,
enter into, or be a party to, any transaction with any of its Affiliates, other
than:


 


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(i)            pursuant to the reasonable
requirements of its business and upon fair and reasonable terms that are no
less favorable to it than it would obtain in a comparable arm’s length
transaction with a Person not its Affiliate; provided
that any transaction between a Loan Party and a GGS Company that is not a Loan
Party that is permitted under Section 6.05(c) shall be permitted
under this Section so long as such transaction is pursuant to the
reasonable requirements of the business of such Loan Party and is upon fair and
reasonable terms that are no less favorable to such Loan Party than such Loan
Party would obtain in a comparable arm’s length transaction with a Person not
its Affiliate;


 


(ii)           transactions between or among the
Loan Parties not involving any other Affiliate;


 


(iii)          the payment of reasonable and
customary fees and indemnities to members of the board of directors (or similar
governing body) of the Borrower and its Subsidiaries in the ordinary course of
business;


 


(iv)          reimbursement of reasonable and
customary out-of-pocket expenses of the members of the board of directors (or
similar governing body) of the Borrower and its Subsidiaries in the ordinary
course of business;


 


(v)           any employment agreements entered
into by the Borrower or any of the Subsidiaries in the ordinary course of
business, (B) any subscription agreement or similar agreement pertaining
to the repurchase of Equity Interests pursuant to put/call rights or similar
rights with employees, officers or directors, and (C) any employee
compensation, benefit plan or arrangement, any health, disability or similar
insurance plan which covers employees, and any reasonable employment contract
and transactions pursuant thereto;


 


(vi)          transactions between or among GGS
Companies not involving any Loan Party;


 


(vii)         the Transactions; and


 


(viii)        any reasonable out-of-pocket expenses
payable to the Sponsor and the Kelso Investors pursuant to the Kelso Agreement.


 


Section 6.09.   Certain Accounting Changes; Organizational
Documents.   (a)  Change
its fiscal year end, or make any change in its accounting treatment and
reporting practices except as required by GAAP or (b) amend, modify or
change its articles of incorporation (or corporate charter or other similar
organizational documents) or amend, modify or change its bylaws (or other 


 


73

















 


similar documents) in any
manner adverse in any material respect to the rights or interests of the
Lenders.


 


Section 6.10.  Amendments; Payments and Prepayments of
Certain Debt.  (a) (i) Amend
or modify (or permit the modification or amendment of) any of the terms or
provisions of the First Lien Credit Agreement (other than in accordance with
the terms of the Intercreditor Agreement) or any Subordinated Debt or (ii) make
any distribution, whether in cash, property, securities or a combination thereof,
other than regular scheduled payments of principal and interest as and when due
(to the extent not prohibited by applicable subordination provisions), in
respect of, or pay, or offer or commit to pay, or directly or indirectly
redeem, repurchase, retire or otherwise acquire for consideration, or set apart
any sum for the aforesaid purposes, any Subordinated Debt (other than (x) Subordinated
Debt incurred pursuant to Section 6.01(s) and (y) intercompany
Subordinated Debt; provided that, without limiting any
subordination provisions applicable thereto, no payment or other distribution
shall be made in respect of Subordinated Debt incurred pursuant to Section 6.01(s) if
a Default or Event of Default shall have occurred and be continuing at the time
of such payment or other distribution).


 


(b)        Amend, modify or waive
any of its rights under any Material Contract if such amendment, modification
or waiver could reasonably be expected to result in a Material Adverse Effect.


 


(c)        Make any payment or
other distribution in respect of earn-out provisions or similar purchase price
adjustments in connection with any Permitted Acquisition or other investment if
a Default or Event of Default shall have occurred and be continuing at the time
of such payment or other distribution.


 


Section 6.11.   Restrictive Agreements.   (a)  Except as permitted
pursuant to Section 6.11(c) below, enter into any Debt which contains
any negative pledge on assets or any covenants more restrictive than the
provisions of Article 5 or 6 hereof, or which restricts, limits or
otherwise encumbers its ability to incur Liens on or with respect to any of its
assets or properties other than the assets or properties securing such Debt; provided that the foregoing shall not apply to the
restrictions and conditions contained in the First Lien Credit Agreement.


 


(b)        Except as permitted
pursuant to Section 6.11(c) below, enter into or permit to exist any
agreement which impairs or limits the ability of any Subsidiary of the Borrower
to pay dividends or intercompany advances to the Borrower; provided
that the foregoing shall not apply to the restrictions and conditions contained
in the First Lien Credit Agreement.


 


(c)        Notwithstanding the
foregoing, the restrictions and conditions provided in Sections 6.11(a) and
(b) above shall not prohibit or limit in any manner any restrictions (i) in
agreements evidencing Debt permitted by Sections 6.01(e) and (f) that
impose restrictions relating solely to the property so acquired with such Debt,
(ii) by reason of customary provisions restricting assignments, 


 


74

















 


subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements
entered into in the ordinary course of business, (iii)  customary
restrictions or conditions imposed by (x) law or (y) in any of the
Loan Documents or Financial Hedging Agreements, (iv) in any Lien permitted
under Section 6.02 or any document or instrument governing any such  Lien; provided that
any such restriction contained therein relates only to the asset or assets
subject to such Lien; (v) in any instrument governing Debt or Equity
Interests of a Person acquired by any GGS Company pursuant to a Permitted
Acquisition, which encumbrance or restriction was in existence at the time of
such acquisition (but not created in contemplation thereof or to provide all or
any portion of the funds or credit support utilized to consummate such
acquisition) and is not applicable to any Person, or the properties or assets of
any Person, other than the Person or the properties or assets of the Person so
acquired (including, but not limited to, such Person’s direct and indirect
subsidiaries), provided that any such
encumbrance or restriction contained therein relates only to such Debt or
Equity Interests so acquired and that any such encumbrances or restrictions,
individually or in the aggregate, shall not materially affect any Loan Party’s
ability to pay the Obligations; (vi) contained in the First Lien Credit
Agreement or any other First Lien Loan Document; (vii) in agreements
entered into in the ordinary course of business in accordance with customary
industry practice, provided that
any such restrictions contained therein relate only to such agreements and that
any such restrictions, individually or in the aggregate, shall not materially
affect any Loan Party’s ability to pay the Obligations; and (viii) on net
worth imposed by customers or suppliers under contracts entered into in the
ordinary course of business in accordance with customary industry practice.


 


Section 6.12.   Nature of Business.   Engage in any business other than
the businesses engaged in on the Closing Date and similar or related businesses
and activities reasonably incidental thereto.


 


Section 6.13.   Capital Expenditures.   Permit the aggregate amount of
Capital Expenditures made by the Borrower and its Subsidiaries in any fiscal
year set forth below to exceed the amount set forth opposite such fiscal year:


 


	
  Fiscal Year

  	
   

  	
  Amount

  	
   

  
	
  2008

  	
   

  	
  $

  	
  120,000,000

  	
   

  
	
  2009

  	
   

  	
  $

  	
  132,000,000

  	
   

  
	
  2010 and
  each fiscal year thereafter

  	
   

  	
  $

  	
  108,000,000

  	
   

  



 


provided, however, that so long as no Default or Event of Default has
occurred and is continuing or would result from such expenditure, any portion
of any amount set forth above, if not expended in the fiscal year for which it
is permitted above, may be carried over for expenditure in the next following
fiscal year; provided, further, if any such
amount is so carried over, the amount set forth opposite the applicable
subsequent fiscal year above will be deemed used in such subsequent fiscal year
before the amount so carried over to such subsequent fiscal year.


 


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Section 6.14.   Sale and Lease-Back Transactions.   Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or purposes
as the property being sold or transferred unless (a) the sale or transfer
of such property is permitted by Section 6.05 and (b) any obligations
in respect of Capital Leases or Liens arising in connection therewith are
permitted by Sections 6.01 and 6.02, as the case may be.


 


Section 6.15.   Assets of Non-Loan Parties.  Permit the aggregate book value of
the assets (other than (i) any prepaid expenses or similar amounts
required to be capitalized in accordance with GAAP and (ii) any accounts
receivable that are invoiced in the ordinary course of business and in a manner
consistent with customary industry practices and not outstanding for more than
60 days from the applicable invoice due date) of all Subsidiaries that are not
Loan Parties to exceed $30,000,000 plus the sum of the then Equity Proceeds
Available Amount at any time.


 


Section 6.16.   Total Leverage Ratio.   As of any fiscal quarter end,
permit the Total Leverage Ratio to exceed the corresponding ratio set forth
below:


 


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  	
   

  
	
  March 31, 2008

  	
   

  	
  3.25:1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  3.00:1.00

  	
   

  
	
  September 30, 2008

  	
   

  	
  2.75:1.00

  	
   

  
	
  December 31, 2008

  	
   

  	
  2.50:1.00

  	
   

  
	
  March 31, 2009 and June 30, 2009

  	
   

  	
  2.25:1.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  1.95:1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  1.85:1.00

  	
   

  
	
  March 31, 2010 and each fiscal quarter
  end thereafter

  	
   

  	
  1.75:1.00

  	
   

  



 


ARTICLE 7

EVENTS OF DEFAULT


 


Section 7.01.   Events of Default.   In case of the happening of any
of the following events (“Events of Default”)
(whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment or
order of any court or any order, rule or regulation of any Governmental
Authority or otherwise):


 


(a)        default shall be made
in the payment of any principal of any Loan when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or by acceleration thereof or otherwise;


 


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(b)        default shall be made
in the payment of any interest on any Loan or any Fee or any other amount
(other than an amount referred to in (a) above) due under any Loan
Document, when and as the same shall become due and payable, and such default
shall continue unremedied for a period of three Business Days;


 


(c)        any representation or
warranty made or deemed made in or in connection with any Loan Document or the
borrowings hereunder, or any representation, warranty, statement or information
contained in any report, certificate, financial statement or other instrument
furnished in connection with or pursuant to any Loan Document, shall prove to
have been false or misleading in any material respect when so made, deemed made
or furnished;


 


(d)        default shall be made
in the due observance or performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in Section 5.01(a) though Section 5.01(d) (and
such default shall continue for a period of 15 days), Section 5.02(e)(i), Section 5.04
(with respect to preservation and maintenance of corporate existence), Section 5.14,
Section 5.16 or Article 6;


 


(e)        default shall be made
in the due observance or performance by the Borrower or any Subsidiary of any
covenant, condition or agreement contained in any Loan Document (other than
those specified in (a), (b) or (d) above) and such default shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;


 


(f)         any GGS Company (other
than any Inactive Subsidiary) shall default in the performance or observance of
any terms, covenant, condition or agreement (after giving effect to any
applicable grace or cure period) under any Financial Hedging Agreement and such
default causes the termination of such Financial Hedging Agreement or permits
any counterparty to such Financial Hedging Agreement to terminate such
Financial Hedging Agreement; provided that
the foregoing shall constitute an Event of Default only if the maximum
aggregate amount (giving effect to any netting agreements) that the GGS
Companies would be required to pay as a result of such defaults exceeds
$7,000,000;


 


(g)        the GGS Companies shall
(i) default in the payment of any Debt (other than the Loans) the
aggregate outstanding amount of which Debt is in excess of $7,000,000 beyond
the period of grace if any, provided in the instrument or agreement under which
such Debt was created, or (ii) default in the observance or performance of
any other agreement or condition relating to any Debt (other than the Loans)
the aggregate outstanding amount of which Debt is in excess of $7,000,000 or
contained in any instrument or agreement evidencing, securing or relating
thereto or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Debt (or a trustee or agent on behalf of such holder or
holders) to cause, with the giving of notice if required, any such Debt to become
due prior to its stated maturity (any applicable grace period having expired); 


 


77

















 


provided
that an Event of Default under and as defined in the First Lien Credit
Agreement (a “First Lien Event of Default”)
shall not in and of itself constitute an Event of Default under this paragraph
until the earlier to occur of (x) a period of 45 days has elapsed
following notice of such First Lien Event of Default from the administrative
agent or any lender under the First Lien Credit Agreement to the Borrower, or
from the Borrower to such administrative agent or any such lender, and (y) the
acceleration of the maturity of any of the loans or the termination of any of
the commitments under the First Lien Credit Agreement in connection with such
First Lien Event of Default or the exercise of any remedies by the lenders or
the administrative agent under the First Lien Credit Agreement in connection
with such First Lien Event of Default;


 


(h)        Reserved;


 


(i)         any GGS Company (other
than any Inactive Subsidiary) shall (i) commence a voluntary case under
the federal bankruptcy laws (as now or hereafter in effect), (ii) file a
petition seeking to take advantage of any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or composition
for adjustment of debts, (iii) consent to or fail to contest in a timely
and appropriate manner any petition filed against it in an involuntary case
under such bankruptcy laws or other laws, (iv) apply for or consent to, or
fail to contest in a timely and appropriate manner, the appointment of, or the
taking of possession by, a receiver, custodian, trustee, or liquidator or the
like of itself or of a substantial part of its property, domestic or foreign, (v) become
unable or admit in writing its inability to pay its debts as they become due, (vi) make
a general assignment for the benefit of creditors, or (vii) take any
corporate action for the purpose of authorizing any of the foregoing;


 


(j)         a case or other
proceeding shall be commenced against any GGS Company (other than any Inactive
Subsidiary) in any court of competent jurisdiction seeking (i) relief in
respect of such GGS Company (other than any Inactive Subsidiary) or a
substantial part of its property under the federal bankruptcy laws (as now or
hereafter in effect) or under any other laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or adjustment of debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like for any
GGS Company (other than any Inactive Subsidiary) or for all or any substantial
part of their respective assets, domestic or foreign or (iii) the
winding-up or liquidation of any GGS Company (other than any Inactive
Subsidiary), and such case or proceeding shall continue without dismissal or
stay for a period of 60 consecutive days, or an order granting the relief
requested in such case or proceeding (including, but not limited to, an order
for relief under such federal bankruptcy laws) shall be entered;


 


(k)        any provision of this
Agreement or any provision of any other Loan Document shall for any reason
cease to be valid and binding on any GGS Company (other than any Inactive
Subsidiary) party thereto or any such Person shall so state in writing, or any
Loan Document shall for any reason cease to 


 


78

















 


create a valid and perfected
first priority Lien (subject to the lien priorities set forth in the
Intercreditor Agreement) on, or security interest in, any of the collateral
purported to be covered thereby or any GGS Company shall so state in writing,
in each case other than in accordance with the express terms hereof or thereof,
or the Intercreditor Agreement shall, in whole or in part, cease to be
effective or cease to be legally valid, binding and enforceable against the
holders of any Debt under the First Lien Credit Agreement;


 


(l)         (i) any GGS
Company (other than any Inactive Subsidiary) or ERISA Affiliate fails to make
full payment when due of all amounts which, under the provisions of any Pension
Plan or Section 412 of the Code, any GGS Company (other than any Inactive
Subsidiary) or ERISA Affiliate is required to pay as contributions thereto, (ii) an
accumulated funding deficiency in excess of $7,000,000 occurs or exists,
whether or not waived, with respect to any Pension Plan, (iii) a
Termination Event or (iv) any GGS Company (other than any Inactive
Subsidiary) or ERISA Affiliate as employers under one or more Multiemployer
Plans makes a complete or partial withdrawal from any such Multiemployer Plan
and the plan sponsor of such Multiemployer Plans notifies such withdrawing
employer that such employer has incurred a withdrawal liability requiring
payments in an amount exceeding $7,000,000;


 


(m)       a judgment or order for
the payment of money which causes the aggregate amount of all such judgments
not adequately covered by insurance to exceed $7,000,000 in any fiscal year
shall be entered against any GGS Company by any court and such judgment or
order shall continue without discharge or stay for a period of 30 days;


 


(n)        any one or more
Environmental Claims shall have been asserted against any GGS Company; the GGS
Companies would be reasonable likely to incur liability as a result thereof;
and such liability would be reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect; or


 


(o)        the Subordinated Debt
shall cease (or any GGS Company shall so assert), for any reason, to be validly
subordinated to the Obligations as provided in the agreements evidencing such
Subordinated Debt;


 


then, and in
every such event (other than an event with respect to the Borrower described in
paragraph (i) or (j) above), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times:  (i) terminate forthwith the Commitments
and (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are 


 


79

















 


hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding; and in any event with respect to the Borrower
described in paragraph (i) or (j) above, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrower accrued hereunder and under any other Loan
Document, shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding.


 


Notwithstanding
anything herein to the contrary, the security interests granted to the
Collateral Agent pursuant to the Security Documents and the exercise of any
right of remedy by the Collateral Agent thereunder are subject to the
provisions of the Intercreditor Agreement.


 


Section 7.02.   Borrower’s Right to Cure.    Notwithstanding anything to the
contrary contained in this Article 7, in the event that the Borrower fails
to comply with the requirements of the Financial Covenant or any financial
covenant set forth in the First Lien Credit Agreement with respect to any
fiscal period, then, until the expiration of the tenth day after the date on
which the Borrower provides the Administrative Agent notice that it intends to
exercise its rights under this Section (but only if such notice is
provided on or before the date on which financial statements are required to be
delivered under Section 5.01 (without regard to any cure periods set forth
in Section 7.01) with respect to such fiscal period), the Sponsor (or any
other holder of Equity Interests of the Borrower) shall have the right to make
cash contributions to the common equity of the Borrower in an amount equal to
(and no greater than) the amount necessary to cure the relevant failure to
comply with such covenant, and upon the receipt by the Borrower of such cash (a
“Specified Equity Contribution”),
such covenant shall be recalculated giving effect to the following pro forma adjustments:


 


(i)            EBITDA shall be increased, solely
for purposes of calculating the Financial Covenant, by the amount of such
Specified Equity Contribution;


 


(ii)           if, after giving effect to the
foregoing recalculations, the Borrower shall be in compliance with the
Financial Covenant, the Borrower shall be deemed to have satisfied the
requirements of such covenant as of the relevant date of determination with the
same effect as though there had been no failure to comply therewith at such
date, and the applicable breach or default with respect to such covenant that
had occurred shall be deemed to be cured for all purposes of this Agreement and
the other Loan Documents; and


 


(iii)          to the extent the amount of any
Specified Equity Contribution is used to repay Debt, such Debt shall not be
deemed to have 


 


80

















 


been repaid for purposes of
calculating the Financial Covenant for the period with respect to which such
Specified Equity Contribution is made;


 


provided
that (x) in each period of four fiscal quarters of the Borrower, there
shall be at least two consecutive fiscal quarters of the Borrower in which the
right to cure set forth above is not exercised, (y) in each period of
eight fiscal quarters of the Borrower, there shall be at least four consecutive
fiscal quarters of the Borrower in which the right to cure set forth above is
not exercised and (z) amounts contributed as Specified Equity
Contributions shall be disregarded for all purposes of the other covenants
contained in Article 6.


 


ARTICLE 8

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


 


Each of the
Lenders hereby irrevocably appoints the Administrative Agent and the Collateral
Agent (for purposes of this Article 8, the Administrative Agent and the
Collateral Agent are referred to collectively as the “Agents”)
its agent and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto.   Without limiting the
generality of the foregoing, the Agents are hereby expressly authorized to execute
any and all documents (including releases) with respect to the Collateral and
the rights of the Secured Parties with respect thereto, as contemplated by and
in accordance with the provisions of this Agreement and the Security Documents.  Each of the Lenders acknowledges and agrees
that the Agent shall also act, subject to and in accordance with the terms of
the Intercreditor Agreement, as the collateral agent for the lenders under the
First Lien Credit Agreement.  Each Lender
further acknowledges that it has received a copy of the Intercreditor
Agreement, authorizes the Agent to enter into the same, and agrees to be bound
by its terms.  Each of the Lenders hereby agrees that Credit
Suisse, in its various capacities thereunder, may take such actions on its
behalf as is contemplated by the terms of the Intercreditor Agreement.  Each Lender hereby (i) acknowledges that
Credit Suisse is acting under the Intercreditor Agreement in multiple
capacities as the Administrative Agent, the Collateral Agent and the administrative
agent and the collateral agent pursuant to the First Lien Loan Documents and (ii) waives
any conflict of interest, now contemplated or arising hereafter, in connection
therewith and agrees not to assert against Credit Suisse any claims, causes of
action, damages or liabilities of whatever kind or nature relating thereto.


 


The bank
serving as the Administrative Agent and/or the Collateral Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not an Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally 


 


81

















 


engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if it were
not an Agent hereunder.


 


Neither Agent
shall have any duties or obligations except those expressly set forth in the
Loan Documents.   Without limiting the
generality of the foregoing, (a) neither Agent shall be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) neither Agent shall have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that such Agent is instructed
in writing to exercise by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.08), and (c) except as expressly set forth in
the Loan Documents, neither Agent shall have any duty to disclose, nor shall it
be liable for the failure to disclose, any information relating to the Borrower
or any of the Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent and/or Collateral Agent or any of its
Affiliates in any capacity.  Neither
Agent shall be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in Section 9.08)
or in the absence of its own gross negligence or willful misconduct.  Neither Agent shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to
such Agent by the Borrower or a Lender, and neither Agent shall be responsible
for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or
in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness
of any Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article 4 or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be
delivered to such Agent.


 


Each Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed
or sent by the proper person.  Each Agent
may also rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper person, and shall not incur any liability
for relying thereon.  Each Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.


 


Each Agent may
perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by it. 
Each Agent and any such sub-agent may perform any and all its duties and
exercise its rights 


 


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and powers by or through their
respective Related Parties.  The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication
of the Credit Facilities as well as activities as Agent.


 


Subject to the
appointment and acceptance of a successor Agent as provided below, either Agent
may resign at any time by notifying the Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent which shall be a bank with an office in New York, New York, or
an Affiliate of any such bank.  Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. 
The fees payable by the Borrower to a successor Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor.  After an
Agent’s resignation hereunder, the provisions of this Article and Section 9.05
shall continue in effect for the benefit of such retiring Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted
to be taken by any of them while acting as Agent.


 


Each Lender
acknowledges that it has, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Agents or any other
Lender and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement or any other Loan Document,
any related agreement or any document furnished hereunder or thereunder.


 


Anything
herein to the contrary notwithstanding, none of the syndication agents,
documentation agents, co-agents, book manager, lead managers, arrangers, lead
arrangers or co-arrangers listed on the cover page or signature pages hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, the Collateral Agent or a Lender hereunder.


 


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ARTICLE 9

MISCELLANEOUS


 


Section 9.01.   Notices.  
Notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by fax, as follows:


 


(a)        if to the Borrower, to
it at Global Geophysical Services, Inc., 3535 Briarpark, Suite 200,
Houston TX 77042, Attention of Craig A. 
Lindberg  (Fax No.  (713)
979-1529), with a copy to Craig Murrin (Fax No.  (713) 979-1560);


 


(b)        if to the
Administrative Agent or the Collateral Agent, to Credit Suisse, Eleven Madison
Avenue, New York, NY 10010, Attention of Agency Group (Fax No.  (212)
325-8304); and


 


(c)        if to a Lender, to it
at its address (or fax number) set forth in its Administrative Questionnaire or
in the Assignment and Acceptance pursuant to which such Lender shall have
become a party hereto.


 


All notices
and other communications given to any party hereto in accordance with the
provisions of this Agreement shall be deemed to have been given on the date of
receipt if delivered by hand or overnight courier service or sent by fax or on
the date five Business Days after dispatch by certified or registered mail if
mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.  As agreed to among the Borrower, the
Administrative Agent and the applicable Lenders from time to time, notices and
other communications may also be delivered by e-mail to the e-mail address of a
representative of the applicable person provided from time to time by such
person.


 


Section 9.02.   Survival of Agreement.   All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the
Lenders of the Loans, regardless of any investigation made by the Lenders or on
their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid and so long as the Commitments have not been terminated.  The provisions of Sections 2.14, 2.16, 2.20
and 9.05 shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Loans, the expiration of the
Commitments, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Administrative Agent, the Collateral Agent or any Lender.


 


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Section 9.03.   Binding Effect.   This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other
parties hereto.


 


Section 9.04.   Successors and Assigns.   (a) Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, the
Administrative Agent, the Collateral Agent or the Lenders that are contained in
this Agreement shall bind and inure to the benefit of their respective
successors and assigns.


 


(b)        Each Lender may assign
to one or more assignees all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it), with the prior written consent of the
Administrative Agent (not to be unreasonably withheld or delayed); provided, however, that (i) the
Administrative Agent shall use its commercially reasonable efforts to provide
notice of any such assignment to the Borrower (it being agreed that any failure
to provide, or any delay in providing, any such notice to the Borrower shall
not affect the validity of such assignment), (ii) the amount of the
Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall be in an integral
multiple of, and not less than, $1,000,000 (or, if less, the entire remaining amount
of such Lender’s Commitment or Loans); provided that
simultaneous assignments by or to two or more Related Funds shall be combined
for purposes of determining whether the minimum assignment requirement is met, (iii) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance via an electronic settlement system
acceptable to the Administrative Agent (or, if previously agreed with the
Administrative Agent, manually), and shall pay to the Administrative Agent a
processing and recordation fee of $3,500 (which fee may be waived or reduced in
the sole discretion of the Administrative Agent), (iv) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and all applicable tax forms, (v) each
assignee shall be a Lender, an Affiliate of a Lender or an Approved Fund or a
commercial bank, insurance company, investment or mutual fund or other entity
that is an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933, as amended) that extends credit or invests in bank
loans as one of its businesses, and (vi) no such assignment may be made to
the Borrower, the Sponsor or any of their respective Affiliates or Subsidiaries
or to a natural person.   Upon acceptance
and recording pursuant to paragraph (e) of this Section 9.04, from
and after the effective date specified in each Assignment and Acceptance, (A) the
assignee thereunder shall be a party hereto and, to the extent


 


85

















 


of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement and (B) the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its account and
not yet paid).


 


(c)        By executing and
delivering an Assignment and Acceptance, the assigning Lender thereunder and
the assignee thereunder shall be deemed to confirm to and agree with each other
and the other parties hereto as follows: 
(i) such assigning Lender warrants that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any
adverse claim and that its Commitment, and the outstanding balances of its
Loans, without giving effect to assignments thereof which have not become
effective, are as set forth in such Assignment and Acceptance, (ii) except
as set forth in (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of the Borrower
or any Subsidiary or the performance or observance by the Borrower or any
Subsidiary of any of its obligations under this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto; (iii) such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Acceptance; (iv) such assignee confirms that it has
received a copy of this Agreement, together with copies of the most recent
financial statements referred to in Section 3.15 or delivered pursuant to Section 5.01,
the Intercreditor Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (v) such assignee will independently and
without reliance upon the Administrative Agent, the Collateral Agent, such
assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (vi) such
assignee agrees to be bound by the terms of the Intercreditor Agreement; (vii) such
assignee appoints and authorizes the Administrative Agent and the Collateral
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent and the
Collateral Agent, respectively, by the terms hereof, together with such powers
as are reasonably incidental thereto; and (viii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.


 


(d)        The Administrative
Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices in The City of New York a copy of each Assignment and
Acceptance delivered to it and a register for the recordation 


 


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of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).   The
entries in the Register shall be conclusive and the Borrower, the
Administrative Agent, the Collateral Agent and the Lenders may treat each
person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary.   The Register shall be
available for inspection by the Borrower, the Collateral Agent and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.


 


(e)        Upon its receipt of,
and consent to, a duly completed Assignment and Acceptance executed by an
assigning Lender and an assignee, an Administrative Questionnaire completed in
respect of the assignee (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) above,
if applicable, and the written consent of the Administrative Agent to such
assignment and any applicable tax forms, the Administrative Agent shall
promptly (i) accept such Assignment and Acceptance and (ii) record
the information contained therein in the Register.  No assignment shall be effective unless it
has been recorded in the Register as provided in this paragraph (e).


 


(f)         Each Lender may
without the consent of the Borrower or the Administrative Agent sell
participations to one or more banks or other persons in all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) the participating banks or other persons shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender
that sold the participation to such participant) and (iv) the Borrower,
the Administrative Agent and the Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement, and such Lender shall retain the sole right
to enforce the obligations of the Borrower relating to the Loans and to approve
any amendment, modification or waiver of any provision of this Agreement (other
than amendments, modifications or waivers decreasing any fees payable to such
participating bank or person hereunder or the amount of principal of or the
rate at which interest is payable on the Loans in which such participating bank
or person has an interest, extending any scheduled principal payment date or
date fixed for the payment of interest on the Loans in which such participating
bank or person has an interest, increasing or extending the Commitments in
which such participating bank or person has an interest or releasing Subsidiary
Guarantors which represent all or substantially all of the value of the
Guaranty Obligations or all or substantially all of the Collateral).  Each Lender that sells a participation shall,
acting solely for this 


 


87

















 


purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and
address of each participant and the amount of each participant’s participation
(the “Participant Register”).  The entries in the Participant Register shall
be conclusive, absent manifest error, and such Lender shall treat such Person
whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to
the contrary.  To the extent permitted by
law, each participant shall also be entitled to the benefits of Section 9.06
as though it were a Lender, provided such participant agrees to be subject to Section 2.18
as though it were a Lender.


 


(g)        Any Lender or
participant may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 9.04, disclose to the
assignee or participant or proposed assignee or participant any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such
disclosure of information designated by the Borrower as confidential, each such
assignee or participant or proposed assignee or participant shall execute an
agreement whereby such assignee or participant shall agree (subject to
customary exceptions) to preserve the confidentiality of such confidential
information on terms no less restrictive than those applicable to the Lenders
pursuant to Section 9.16.


 


(h)        Any Lender may at any time
assign all or any portion of its rights under this Agreement to secure
extensions of credit to such Lender or in support of obligations owed by such
Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.


 


(i)         Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by
the Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof.   The
making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.   Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Lender).   In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any
other person in instituting against, such SPC any bankruptcy, reorganization, 


 


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arrangement, insolvency or
liquidation proceedings under the laws of the United States or any State
thereof.   In addition, notwithstanding
anything to the contrary contained in this Section 9.04, any SPC may (i) with
notice to, but without the prior written consent of, the Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Lender or to any
financial institutions (consented to by the Borrower and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.


 


(j)         The Borrower shall not
assign or delegate any of its rights or duties hereunder without the prior
written consent of the Administrative Agent and each Lender, and any attempted
assignment without such consent shall be null and void.


 


Section 9.05.   Expenses; Indemnity.   (a) The Borrower shall pay (i) all
out of pocket expenses incurred by the Administrative Agent, the Collateral
Agent, the Arrangers and their respective Affiliates (including the reasonable
fees, charges and disbursements of counsel thereof), in connection with the
syndication of the Credit Facility, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all out of pocket expenses incurred by the
Administrative Agent, the Collateral Agent or any Lender (including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Collateral Agent or any Lender), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the
other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made, including all such out of pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.


 


(b)        The Borrower shall
indemnify the Administrative Agent and the Collateral Agent (and any sub-agent
thereof), each Arranger, each Lender and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims
(including any Environmental Claims or civil penalties or fines assessed by
OFAC), damages, liabilities and related expenses (including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee), incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by the
Borrower or any other GGS Company or any Affiliate thereof arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto or thereto of their
respective obligations hereunder or thereunder or the consummation of 


 


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the Transactions and the other
transactions contemplated hereby or thereby (including the syndication of the
Credit Facility), (ii) any Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or previously owned or operated by
any GGS Company, or any Environmental Claim related in any way to any GGS
Company, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower or any other GGS Company or any Affiliate thereof, and regardless of
whether any Indemnitee is a party thereto, provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted primarily from the gross negligence, bad faith or
willful misconduct of such Indemnitee or any officer, director or employee of
such Indemnitee or (y) result from a claim brought by the Borrower or any
other GGS Company against an Indemnitee for material breach in bad faith of
such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Borrower or such GGS Company has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.


 


(c)        To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under
paragraph (a) or (b) of this Section to be paid by it to the
Administrative Agent or the Collateral Agent (or any sub-agent thereof) or any
Related Party of any of the foregoing (and without limiting the Borrower’s
obligation to do so), each Lender severally agrees to pay to the Administrative
Agent or the Collateral Agent (or any such sub-agent) or such Related Party, as
the case may be, such Lender’s pro rata share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount, provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent
or the Collateral Agent (or any such sub-agent) in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative
Agent or the Collateral Agent (or any such sub-agent) in connection with such
capacity.   For purposes hereof, a Lender’s
“pro rata share” shall be determined
based upon its share of the sum of the outstanding Loans and unused Commitments
at the time.


 


(d)        To the fullest extent
permitted by Applicable Law, no GGS Company shall assert, and each hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the Transactions or the other transactions contemplated hereby or
thereby, any Loan or the use of the proceeds thereof.   No Indemnitee shall be liable for any
damages arising from the use by unintended 


 


90

















 


recipients of any information
or other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby.


 


(e)        The provisions of this Section 9.05
shall remain operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the transactions
contemplated hereby, the repayment of any of the Loans, the expiration of the
Commitments, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Administrative Agent, the Collateral Agent or any Lender.   All amounts due under this Section 9.05
shall be payable on written demand therefor.


 


Section 9.06.   Right of Setoff.  If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender or any such Affiliate to or for the credit or the account of the
Borrower or any other GGS Company against any and all of the obligations of the
Borrower or such GGS Company now or hereafter existing under this Agreement or
any other Loan Document to such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such GGS Company may
be contingent or unmatured or are owed to a branch or office of such Lender
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender
and its respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or its
respective Affiliates may have.


 


Section 9.07.   Applicable Law.   THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


Section 9.08.   Waivers; Amendment.   (a) No failure or delay of
the Administrative Agent, the Collateral Agent or any Lender in exercising any
power or right hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.   The rights and
remedies of the Administrative Agent, the Collateral Agent and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would 


 


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otherwise have.  No waiver of any provision of this Agreement
or any other Loan Document or consent to any departure by the Borrower or any
other Loan Party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.   No notice or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances.


 


(b)        No Loan Document or
provision thereof may be waived, amended or modified except, in the case of
this Agreement, by an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or, in the case of any other Loan Document,
by an agreement or agreements in writing entered into by the parties thereto
with the consent of the Required Lenders; provided, however, that no such agreement shall (i) decrease the
principal amount of, or extend the maturity of or date for the payment of any
interest on any Loan, or waive or excuse any such payment or any part thereof,
or decrease the rate of interest on any Loan, without the prior written consent
of each Lender directly adversely affected thereby, (ii) increase or
extend the Commitment or decrease or extend the date for payment of any Fees of
any Lender without the prior written consent of such Lender, (iii) amend
or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j) or
the provisions of this Section or, except as contemplated by the
Intercreditor Agreement, release Subsidiary Guarantors which represent all or
substantially all of the value of the Guaranty Obligations or all or
substantially all of the Collateral, without the prior written consent of each
Lender, (iv) modify the protections afforded to an SPC pursuant to the
provisions of Section 9.04(i) without the written consent of such SPC
or (v) reduce the percentage contained in the definition of
the term “Required Lenders” without the prior
written consent of each Lender (it being understood that with the consent of
the Required Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the Commitments on the date hereof); provided further that no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent or the
Collateral Agent hereunder or under any other Loan Document without the prior
written consent of the Administrative Agent or the Collateral Agent.


 


Section 9.09.   Interest Rate Limitation.   Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but
were not payable as a result of the 


 


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operation of this Section 9.09
shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.


 


Section 9.10.   Entire Agreement.   This Agreement, the Fee Letter
and the other Loan Documents constitute the entire contract between the parties
relative to the subject matter hereof.  
Any other previous agreement among the parties with respect to the
subject matter hereof is superseded by this Agreement and the other Loan
Documents.   Nothing in this Agreement or
in the other Loan Documents, expressed or implied, is intended to confer upon
any person (other than the parties hereto and thereto, their respective
successors and assigns permitted hereunder and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Collateral Agent and the Lenders) any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.


 


Section 9.11.   WAIVER OF JURY TRIAL.   EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.   EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.


 


Section 9.12.   Severability.   In the event any one or more of
the provisions contained in this Agreement or in any other Loan Document should
be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision
in any other jurisdiction).   The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


Section 9.13.   Counterparts.   This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together
shall 


 


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constitute a single contract,
and shall become effective as provided in Section 9.03.   Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.


 


Section 9.14.   Headings.  
Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.


 


Section 9.15.   Jurisdiction; Consent to Service of
Process.   (a) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New York State court or Federal
court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.   Nothing in this Agreement shall
affect any right that the Administrative Agent, the Collateral Agent or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against the Borrower or its properties in
the courts of any jurisdiction.


 


(b)        The Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or the other Loan Documents in any New York State or Federal
court.   Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


 


(c)        Each party to this
Agreement irrevocably consents to service of process in the manner provided for
notices in Section 9.01.   Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.


 


Section 9.16.   Confidentiality.   Each of the Administrative Agent,
the Collateral Agent and the Lenders agrees to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates’ officers, directors, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
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extent requested by any
regulatory authority or quasi-regulatory authority (such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) in
connection with the exercise of any remedies hereunder or under the other Loan
Documents or any suit, action or proceeding relating to the enforcement of its
rights hereunder or thereunder, (e) subject to an agreement containing
provisions substantially the same as those of this Section 9.16, to (i) any
actual or prospective assignee of or participant in any of its rights or obligations
under this Agreement and the other Loan Documents or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower or any Subsidiary or any of their
respective obligations, (f) with the consent of the Borrower or (g) to
the extent such Information becomes publicly available other than as a result
of a breach of this Section 9.16.  
For the purposes of this Section, “Information”
shall mean all information received from the Borrower and related to the
Borrower or its business, other than any such information that was available to
the Administrative Agent, the Collateral Agent or any Lender on a
nonconfidential basis prior to its disclosure by the Borrower; provided that, in the case of Information received from the
Borrower after the date hereof, such information is clearly identified at the
time of delivery as confidential.   Any
person required to maintain the confidentiality of Information as provided in
this Section 9.16 shall be considered to have complied with its obligation
to do so if such person has exercised the same degree of care to maintain the
confidentiality of such Information as such person would accord its own
confidential information.


 


Section 9.17.   USA PATRIOT ACT Notice.   Each Lender and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act,
it is required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the USA PATRIOT Act.


 


Section 9.18.   INTERCREDITOR AGREEMENT.  REFERENCE IS MADE TO THE INTERCREDITOR
AGREEMENT.  EACH LENDER HEREUNDER (A) ACKNOWLEDGES
THAT IT HAS RECEIVED A COPY OF THE INTERCREDITOR AGREEMENT, (B) CONSENTS
TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES
THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT AND (D) AUTHORIZES AND INSTRUCTS THE
ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT AS SECOND LIEN
ADMINISTRATIVE AGENT AND ON BEHALF OF SUCH LENDER.  THE FOREGOING PROVISIONS ARE INTENDED AS AN
INDUCEMENT TO THE LENDERS UNDER THE FIRST LIEN CREDIT AGREEMENT TO PERMIT THE 


 


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INCURRENCE OF THE LOANS
HEREUNDER AND TO EXTEND CREDIT TO THE BORROWER THEREUNDER AND SUCH LENDERS ARE
INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the day and year first above
written.


 


 


	
   

  	
  GLOBAL GEOPHYSICAL SERVICES, 

        INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  BRANCH, individually and as 

  Administrative Agent and Collateral 

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
   

  	
  JEFFERIES FINANCE LLC, as Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carl A. Toriello

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 

















 


	
   

  	
  [OTHER LENDERS] as Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: