Exhibit
10.15


 


SECOND LIEN PREFERRED FLEET MORTGAGE


 


	
   

  	
   

  	
  ·

  	
   

  	
  UNITED
  STATES OF AMERICA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GLOBAL
  GEOPHYSICAL SERVICES, INC.

  	
   

  	
  ·

  	
   

  	
  STATE OF
  TEXAS

  
	
  3535
  Briarpark, Suite 200

  	
   

  	
   

  	
   

  	
   

  
	
  Houston, Texas 77042

  	
   

  	
  ·

  	
   

  	
  COUNTY OF HARRIS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TO

  	
   

  	
  ·

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE, CAYMAN ISLANDS

  	
   

  	
  ·

  	
   

  	
   

  
	
  BRANCH

  	
   

  	
   

  	
   

  	
   

  
	
  as
  Administrative Agent

  	
   

  	
  ·

  	
   

  	
   

  
	
  and
  Collateral Agent

  	
   

  	
   

  	
   

  	
   

  
	
  Eleven
  Madison Avenue

  	
   

  	
  ·

  	
   

  	
   

  
	
  New York, NY
  10010

  	
   

  	
   

  	
   

  	
   

  



 


THIS SECOND
LIEN PREFERRED FLEET MORTGAGE, on the Vessels hereinafter named and described,
which is dated effective as of January 16, 2008 (“Mortgage”) in the
amount of $50,000,000, plus interest and other charges, costs and fees and the
other Obligations (“Secured Amount”) under the Second Lien Credit
Agreement dated the date hereof (“Credit Agreement”), among GLOBAL GEOPHYSICAL
SERVICES, INC., a Delaware corporation (“Mortgagor”), the lenders from
time to time party thereto (“Lenders”) and CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as Administrative Agent and Collateral Agent for such Lenders (“Mortgagee”).
Capitalized terms used but not defined herein are used as defined in the Credit
Agreement.


 


W I T N E S S E T H:


 


WHEREAS,
Mortgagor is the sole owner of the whole of the Vessels hereinafter named and
described and is justly and truly indebted to Mortgagee for the Secured Amount
which is due and payable in the amounts and upon the terms and conditions set
forth in the Credit Agreement and the other Loan Documents (“Documents”)
and has agreed to give this Mortgage in order to secure the Secured Amount and
the Documents evidencing the same and has authorized and directed the execution
and delivery hereof.


 


WHEREAS, the
Mortgagor, the Lenders and the Mortgagee have entered into an Intercreditor
Agreement dated the date hereof (“Intercreditor Agreement”) which
governs the rights and remedies of the Mortgagee and Lenders under this
Mortgage and the other Documents in relation to, among other things, the First
Lien Preferred Fleet Mortgage granted by Mortgager in favor of Credit Suisse,
Cayman Islands Branch, as Administrative Agent and Collateral Agent for the
lenders from time to time party to the Credit Agreement.


 

















 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, and to secure the
Secured Amount and the Documents hereinabove referred to and the performance of
all covenants therein and herein contained, Mortgagor, by these presents,
mortgages and conveys unto Mortgagee, its heirs, executors, administrators,
successors, or assigns, the whole of the Vessels named below and further
described in its last marine document issued and identified as follows:


 


	
  Type

  	
   

  	
  Name

  	
   

  	
  Official Number

  	
   

  	
  Tonnage Gross

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/V

  	
   

  	
  MS. CORDELIA

  	
   

  	
  1196009

  	
   

  	
  245

  	
   

  
	
  M/V

  	
   

  	
  LORI B

  	
   

  	
  1111303

  	
   

  	
  33

  	
   

  
	
  M/V

  	
   

  	
  JAMES H. SCOTT

  	
   

  	
  1172960

  	
   

  	
  73

  	
   

  
	
  M/V

  	
   

  	
  GLOBAL
  VISION

  	
   

  	
  1058458

  	
   

  	
  38

  	
   

  
	
  M/V

  	
   

  	
  GLOBAL QUEST

  	
   

  	
  1050795

  	
   

  	
  47

  	
   

  
	
  M/V

  	
   

  	
  GLOBAL SCOUT

  	
   

  	
  1071699

  	
   

  	
  91

  	
   

  



 


(each a “Vessel” and
collectively, the “Vessels”) together with all auxiliaries, tackle,
apparel, accessories and appurtenances, and additional renewals, improvements
and replacements now or hereafter belonging thereto, whether or not removed
therefrom, all bunkers, lube oil or other supplies and all freights,
sub-freights or charter hire, all of which shall be deemed to be included in
the term “Vessel” herein; provided that the foregoing shall not include
any property other than each Vessel, including its earned freights, within the
meaning of 46 U.S.C. §31322(a).


 


TO HAVE AND TO
HOLD all and singular the above described Vessels unto Mortgagee, its heirs,
executors, administrators, successors or assigns forever.


 


Provided,
however, that if Mortgagor, its heirs, executors, administrators, successors or
assigns, shall pay the aforesaid indebtedness and the Documents evidencing the
same and shall perform and observe all and singular the terms, covenants and
agreements contained in said Documents and in this Mortgage, then this Mortgage
shall cease; otherwise it shall remain in full force and effect. Mortgagor
agrees to perform and to observe the terms, covenants and agreements contained
in said Documents, and in this Mortgage and to hold the Vessels subject
thereto.


 


Nothing herein
shall be deemed or construed subject to the lien hereof other than a Vessel
eligible for registration under the laws of United States.


 


The terms and
conditions of this Mortgage are as follows:


 


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ARTICLE I.


 


Particular Covenants
of Mortgagor.


 


1.                                       Mortgagor
shall pay the Secured Amount evidenced by the Documents secured by the Mortgage
and will observe, perform and comply with all the covenants, terms and
conditions herein and in the said Documents, expressed, or implied, on its part
to be observed, performed, or complied with.


 


2.                                       Mortgagor
is and shall continue to be a citizen of the United States entitled to own and
operate the Vessels under its marine documents, which Mortgagor shall maintain
in full force and effect; and all action necessary for the execution, delivery
and validity hereof and of said Documents has been duly taken.  Mortgagor shall not remove any Vessel from
United States of America waters during the term of this Mortgage.


 


3.                                       Mortgagor
lawfully owns and possesses the whole of the Vessels free of all prior or
competing liens and encumbrances whatsoever, and shall warrant and defend title
to and possession of all and every part thereof for the benefit of Mortgagee
against all persons whomsoever except as permitted by the Documents.


 


4.                                       Mortgagor
shall comply with and not permit the Vessels to be operated contrary to any
provision of the laws, treaties, conventions, rules, regulations or orders of
the United States of America and/or any other jurisdiction wherein operated,
and/or of any department or agency thereof, and shall not remove the Vessels
from the limits of the United States without the prior written consent of
Mortgagee.  Mortgagor shall do everything
necessary to establish and maintain this Mortgage as a Second Lien Preferred
Fleet Mortgage on each Vessel and shall maintain in the documentation of each
Vessel as a Vessel of the United States of America or the port of documentation
without the prior written consent of Mortgagee.


 


5.                                       Neither
the Mortgagor nor the master or operator of the Vessels, or any one acting on
their behalf, has or shall have any right, power, or authority to create, incur
or permit to be placed or imposed or continued upon the Vessels any lien
whatsoever which would or might be prior to or on a parity with or which might
impair the lien of this Mortgage, other than to secure the Mortgagee, its
heirs, executors, administrators, successors or assigns, and liens for damages
arising out of tort, stevedores’ and crews’ wages, salvage and general average
except as permitted by the Documents.


 


6.                                       Mortgagor
shall pay and discharge when due and payable from time to time, all taxes,
assessments, governmental charges, fines and penalties lawfully imposed upon
the Vessels, and upon any income therefrom except as permitted by the
Documents.  However, the right of
Mortgagor to contest the validity of any claim contemplated by this Section 6
or the Documents shall in no event be construed as permitting any libel,
attachment, or other seizure of the Vessels under process or color


 


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of legal authority to remain
undissolved or undischarged, or in any respect modify or alter any obligation
of Mortgagor under Section 8 of this Article I.


 


7.                                       Mortgagor
will place, and until this Mortgage has been discharged of record will retain,
a properly certified copy of this Mortgage on board each Vessel with its papers
and will cause such certified copy and such papers to be exhibited to any and
all persons having business with the Vessel which might give rise to any lien
thereon other than liens for damages arising out of tort, stevedores’ and crews’
wages, salvage and general average.


 


8.                                       If,
notwithstanding the limitation against creating liens against any Vessel, it is
libeled, attached, detained, seized or levied upon or taken into custody under
process or under color of any authority (“Order”), Mortgagor shall
immediately notify Mortgagee by fax and email, confirmed by letter, and
promptly discharge or release the Vessel therefrom, and in any event within
fifteen (15) days after such Order; provided, however, if Mortgagor or any
charterer of the Vessel invokes the benefits of any applicable limitation of
liability statutes providing for the limitation of the liability of ship owners
in compliance with such Order, then the release and discharge of the Vessel
shall be completed within twenty (20) days from the date of the required
payment into the Registry of the Court or for the giving of a stipulation for
the payment into the Registry of the Court of the amount of the value of
petitioner’s interest in the Vessel and her pending freight, if any; and
provided further that in any such proceeding to limit liability, the Vessel
shall not be surrendered or offered to be surrendered to a trustee without the
prior written consent of Mortgagee.


 


9.                                       Mortgagor
shall at all times afford Mortgagee complete opportunity to inspect each Vessel
and its cargoes and papers; and shall certify upon Mortgagee’s request, but not
more frequently than monthly, that all wages and all other claims whatsoever,
which might have given rise to a lien upon the Vessel, have been paid.


 


10.                                 Except
as otherwise provided herein or in the Documents, Mortgagor shall not, without
the prior written consent of Mortgagee, which consent shall not be unreasonably
withheld, sell or mortgage any Vessel or any interest therein to any persons
whomsoever, or charter any Vessel except to persons entitled by law to operate
same for uses lawful for a United States Vessel and then only provided the
insurance thereon as required by Section 12 of this Article I be
unaffected thereby or adequately replaced.


 


11.                                 From
time to time Mortgagor shall execute and deliver such other and further
instruments and assurances as in the opinion of Mortgagee’s counsel may be
required to subject the Vessels more effectually to the lien hereof; to
maintain and effectuate this mortgage as a Second Lien Preferred Fleet Mortgage
on the Vessels; and for operation of the Vessels by Mortgagee, as herein
provided, and to effectuate sales as provided in Paragraph (b) of Section 5
of Article II hereinafter.


 


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12.                                 (a)                                  So
long as the Documents secured hereby remain outstanding or there remains any
amount due, payment whereof is secured by the lien or security interest of this
Mortgage, Mortgagor, at its own expense or at the expense of any charterer,
shall keep each Vessel insured for an amount not less than its full insurable
value, provided however, that the aggregate amount of such insurance in respect
of each Vessel shall never be less than the aggregate outstanding principal
amount of the Documents secured hereby, against the risks of fire, explosion
and marine perils (including without limitation a collision or Four-Fourths
Running Down Clause and Inchmaree Clause and against all other risks
customarily insured on a Vessel of this type and size, including but not
limited to strikes, riots and civil commotion coverage, and in the amount of
$5,000,000.00, including excess P. & I. coverage against the P. &
I. risks customarily covered. Mortgagor may eliminate from the Hull and P. &
I. insurance any risks ordinarily covered thereunder, provided that it insures
such risks under a separate or different form of policy; and the P. &
I. insurance as to coverage of Mortgagor’s employees, if any, may be excess
insurance over any Employer’s Liability and/or Voluntary Workmen’s Compensation
Insurance if provided by Mortgagee. 
Where the valuation of any Vessel in any policy of insurance required
hereunder may be pertinent, such valuation shall not exceed the amount insured
thereby, and policy franchises or deductible averages shall not exceed the sum
of $100,000.00 as to each loss covered by hull insurance and $100,000.00 as to
each loss covered by P. & I. insurance.  Excess liability, increased value,
disbursements and other forms of total loss insurance, in such amounts as
marine underwriters may allow, may be carried as part of the total amount of
the hull insurance required hereunder.


 


(b)                                 Mortgagor
may select its own insurance brokers (unless such brokers are unsatisfactory to
Mortgagee) and all such policies must be through such brokers on policy forms
approved by Mortgagee and from companies in good standing and satisfactory to
Mortgagee.  Certificates for all
insurance herein provided for and receipts for the payment of the premiums
thereon shall be delivered to Mortgagee.


 


(c)                                  All
insurance policies must be issued in the joint names of Mortgagor and Mortgagee
and be payable to them as their respective interests may appear.  The interest of Mortgagee is hereby declared
to be the unpaid balance of the principal and interest of the Documents
outstanding and any unpaid amounts secured by the lien of this Mortgage, and in
the event of a total loss of a Vessel, actual or constructive, as constructive
total loss is defined in the policies of insurance procured hereunder,
Mortgagee shall be paid first the amount of its interest in such insurance with
preference to and priority over Mortgagor and any person claiming under or from
Mortgagor, and any balance shall be paid to Mortgagor.  If such a total loss of a Vessel shall occur,
Mortgagor and Mortgagee shall join in a payment order directing the interested
underwriter to pay the proceeds of the insurance applicable to such total loss
in the manner herein provided.  The
proceeds of all other insurance shall be paid to Mortgagor and Mortgagee
jointly, but in any event and whether or not Mortgagor be in default under this
Mortgage, Mortgagee shall make available to Mortgagor by an appropriate payment
order directed to the interested underwriter the proceeds of all insurance to


 


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pay any outstanding bill for
repairing the Vessel and/or outstanding third party claim, provided that
Mortgagor must pay the amount of the deductible; or to reimburse Mortgagor in
whole or in part for any expenditures Mortgagor may have made for repairing the
Vessel and/or to pay any third party claim, but Mortgagee, as a condition
precedent to such reimbursement of Mortgagor, may require Mortgagor to furnish
Mortgagee with receipted bills or waivers of liens against the Vessel for
repairing the Vessel and/or waivers of liens or appropriate releases for the
third party claims, or in either event to furnish or pay the applicable deductible
average.  If Mortgagor does not complete
repairs to the Vessel or pay third party claims, or in either event furnish
and/or pay the deductible, then Mortgagee shall be entitled to receive the
proceeds of any insurance applicable to such loss and upon payment shall credit
the net proceeds of any insurance as provided in Section 7 of Article II
hereinafter.


 


(d)                                 Mortgagor
will maintain all such insurance in full force and effect and it will not take
or allow any act of omission or commission which will in any way invalidate,
void or suspend any insurance herein provided to be maintained.  Each policy of insurance required to be
maintained by Mortgagor hereunder shall be endorsed with the undertaking of the
insurance company or underwriters issuing such policy to the effect that such
policy shall not lapse, expire, terminate or be canceled for any reason
whatsoever without at least ten (10) days prior written notice to
Mortgagee.  Mortgagor shall, within a
reasonable period of time, pay for any material loss of or damage to any Vessel
by any cause whatsoever, and shall discharge or obtain the release of any third
party claims whatsoever which would constitute a material prior or competing
lien against any Vessel, not covered by insurance or for which no reimbursement
or incomplete reimbursement is secured from the insurance.


 


13.                                 Mortgagor
shall, except as permitted by the Documents, at its own expense, insofar as is
practicable and material, perform all ordinary maintenance on the Vessels and
make all proper renewals and replacements necessitated by wear, tear, normal
depreciation and casualty.  In the event
of material damage to any Vessel less than a total loss, actual or
constructive, as constructive total loss is defined in the policy or policies
of hull insurance procured hereunder, Mortgagor shall make and pay for the
repairs necessitated thereby, and in that event Mortgagor shall pay the amount
of the deductible average provided in the insurance, and whether or not
Mortgagor be in default under the terms of this Mortgage, Mortgagor shall be
entitled to receive the proceeds of insurance applicable to the repaired damage
in the manner provided in Section 12(c) hereinabove; and if Mortgagor
does not make such repairs, Mortgagor nevertheless shall remain bound for the
amount of the deductible average provided in such insurance.  Mortgagor will not make or permit to be made
any substantial change in the structure or type of any Vessel or change in the
rig of the Vessel.


 


14.                                 The
Mortgagor shall place, and at all times and places will retain, a properly
certified copy of this Mortgage on board each Vessel and will cause such
certified copy and the Vessel’s marine documents to be exhibited to any and all
persons having business therewith which might give rise to any lien thereon,
and to any


 


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representatives of the
Mortgagee; and will place and keep prominently displayed in the chart room and
in the Master’s cabin of said Vessel a framed printed notice reading as follows:


 


NOTICE OF MORTGAGE


 


THIS VESSEL IS
COVERED BY A SECOND LIEN PREFERRED FLEET MORTGAGE IN FAVOR OF CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, AS COLLATERAL AGENT (THE “MORTGAGEE”), UNDER AUTHORITY
OF CHAPTER 313, TITLE 46 OF THE UNITED STATES CODE.  UNDER THE TERMS OF SAID MORTGAGE, NEITHER THE
OWNER, ANY CHARTERER, THE MASTER OF THIS VESSEL NOR ANY OTHER PERSON HAS ANY
RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED
UPON THIS VESSEL ANY LIEN WHATSOEVER OTHER THAN THE LIENS OF THE AFORESAID
MORTGAGE AND LIENS FOR CREW WAGES, GENERAL AVERAGE AND SALVAGE.


 


ARTICLE II.


 


Events of Default and
Remedies of Mortgagee.


 


l.                                          In
the event that Mortgagor fails to procure and/or maintain insurance, as
provided in Section 12 of Article I hereinabove, Mortgagee may, at
its option, without any obligation so to do, and without waiver of any of its
rights hereunder, procure such insurance as it deems necessary to protect its
security and the cost of the same shall be charged against Mortgagor and be
promptly repaid to Mortgagee with interest thereon at the same rate as is
provided upon the principal amount of this Mortgage, and such insurance costs
and the interest thereon shall constitute a debt secured by the lien of this
Mortgage.  Within fifteen (15) days after
any procurement of insurance by Mortgagee under this section, Mortgagee shall
give Mortgagor written notice thereof.


 


2.                                       In
the event that any Vessel is arrested or detained by a Marshal or other officer
of any court of law, equity, or admiralty jurisdiction, or by governmental or
other authority, on a claim for which Mortgagor is alleged to be liable, and
shall not be released from arrest or detention as and within the time
prescribed by the provisions of Section 8 of Article I hereinabove,
Mortgagor hereby authorizes and empowers Mortgagee, by its duly appointed
representative, in the name of Mortgagor, or its heirs, executors,
administrators, successors, or assigns, to apply for, claim and receive, or
take possession of the Vessel with all rights and powers Mortgagor, its heirs,
executors, administrators, successors or assigns, might have, possess, and
exercise in any such event. The power hereby granted shall be irrevocable and
may be exercised not only by said representatives of Mortgagee, but also by an
appointee or appointees of such


 


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representatives, with full
power of substitution, to the same extent as if such appointee or appointees
had been named as one of the attorneys above named by express designation.  Mortgagor also authorizes and empowers any
person duly acting under the provisions of this Section 2 of Article II
to appear in the name of Mortgagor, its heirs, executors, administrators,
successors or assigns, in any court where a suit may be pending against
Mortgagor, or against any Vessel because of or on account of any alleged lien
against the Vessel and from which it has not been released, and to take such
proceedings as such person may deem proper for the defense of such suit and for
the release of the Vessel therefrom.  All
expenditures or liabilities made or incurred by them, or any of them, in the
premises, in good faith, shall be debts due from Mortgagor to Mortgagee, and
shall be promptly repaid by Mortgagor to Mortgagee with interest thereon at the
same rate as is provided upon the principal amount of this Mortgage, and shall
be secured by the lien of this Mortgage.


 


3.                                       In
the event Mortgagor fails to properly maintain any Vessel and make proper
repairs, renewals and replacements, as required by the provisions of Section 13
of Article I hereinabove, and such failure shall continue for a period of
thirty (30) days after written notice by Mortgagee, Mortgagee may, at its
option, without any obligation to do so and without waiver of any of its rights
hereunder, perform such maintenance and make such repairs, renewals and
replacements and the cost of the same shall be charged against Mortgagor and be
promptly repaid to Mortgagee with interest thereon at the same rate as is provided
upon the principal amount of this Mortgage, and all such expenditures and the
interest thereon shall constitute a debt from Mortgagor to Mortgagee secured by
the lien of this Mortgage.


 


4.                                       An
“Event of Default” means and includes the following:


 


(a)                                  Failure
to pay any installment of principal or interest on the Documents secured hereby
when due;


 


(b)                                 Failure
by Mortgagor in the observance of any covenants contained in this Mortgage or
the Documents, if such failure shall continue for a period of fifteen (15) days
after written notice by Mortgagee; and


 


(c)                                  The
Mortgagor shall remove or attempt to remove any Vessel beyond the trading
limits as set forth in the policies of insurance referenced in Section 12
of Article 1 hereof; or shall abandon the Vessel in a foreign port.


 


5.                                       After
the occurrence and during the continuance of an event of default specified in Section 4
of this Article II, Mortgagee, without limitation to the remedies set
forth in the Documents:


 


(a)                                  May take
any Vessel with or without legal process wherever it is and Mortgagor, or other
person in possession, shall forthwith surrender possession of the Vessel to
Mortgagee, upon demand; Mortgagee then shall take or may hold, lay up,


 


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lease, operate, manage and
control or otherwise use the Vessel in any service and trade for which the
Vessel is suited by virtue of the Vessel’s design and construction as Mortgagee
may elect, provided that such service and trade is in accordance with the laws
and regulations applicable, and may insure the Vessel and make all necessary or
proper repairs and useful alterations, additions, betterments and improvements
thereto as to it may seem judicious, and shall be entitled to collect and
receive all tolls, earnings, income, rents, issues and profits of, or arising
out of the operation or management of the Vessel and after deducting all
expenses of operation and/or repairs, maintenance, alterations, additions,
betterments and improvements and all payments for taxes, insurance, as well as
just and reasonable compensation for its own services, and for all its agents,
attorneys and employees, Mortgagee shall apply the net money arising, as
aforesaid, as provided by Section 6 of this Article II;


 


(b)                                 May take
any Vessel with or without legal process wherever it may be and Mortgagor or
other person in possession shall forthwith surrender possession of the Vessel
upon demand of Mortgagee and Mortgagee may sell the Vessel at public sale, free
from any and all claims of or by Mortgagor in law, in equity, in admiralty or
by statute, which sale shall be made at a time and place and upon such notice
as may be required by law; if not governed by any applicable provisions of law,
such sale shall be made at such time and place as Mortgagee may fix, after
notice of the time, place and terms of said sale, together with a description
of the property to be sold, has been published, after notice has been mailed to
Mortgagor, for six (6) consecutive days (except Sunday) preceding the date
for such sale, in a newspaper printed in the English language and customarily
published on each business day and of general circulation in Harris County,
Texas, and in a newspaper published in the county or parish in which the place
of sale is located if other than the said county; Mortgagee and its heirs,
executors, administrators, successors or assigns hereby are appointed the true
and lawful attorneys irrevocable of Mortgagor in its name and stead to make all
necessary transfers of property thus sold, and for the purpose it or they will
execute all necessary instruments of assignment and transfer, Mortgagor hereby
ratifying and confirming all that its said attorneys shall lawfully do by
virtue hereof;


 


(c)                                  May proceed
to protect and enforce its rights under this Mortgage, including all rights and
remedies arising by reason of the applicable law of the forum, by suit or suits
in equity or actions at law, or by suit in admiralty in rem or in personam,
whether for specific performance or for the enforcement of any covenant or
agreement contained herein or for any foreclosure hereunder or for the
enforcement of any proper legal or equitable remedy or remedy in admiralty as
Mortgagee, being advised by counsel, shall deem most effectual to protect and
enforce the rights aforesaid; in connection with any such proceeding Mortgagee
shall be entitled, as a matter of right, to the appointment of a receiver of
the mortgaged property and tolls, rents, income, revenues, profits and earnings
thereof;


 


(d)                                 Mortgagee
as a condition precedent to exercising the power of sale hereby granted or
seeking to sell the mortgaged property, pursuant to judicial


 


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proceedings, shall, except as
otherwise provided herein, be required to give Mortgagor any notice declaring
the principal of the Documents secured by the lien of this Mortgage to be due
and payable immediately;


 


(e)                                  May proceed
personally against Mortgagor in any court of competent jurisdiction to recover,
with interest thereon at the same rate as is provided upon the principal amount
of this Mortgage, and damages which Mortgagee may sustain by reason of any
infraction by Mortgagor of any obligations contained in Sections l to 13
inclusive of Article I hereinabove.


 


Each and every
power or remedy herein conferred on Mortgagee shall be cumulative and in
addition to all other powers or remedies now or hereafter existing in
admiralty, in equity, in law or by statute and may be exercised as often as may
be deemed expedient by Mortgagee.  No
delay or omission by Mortgagee shall impair any right, power or remedy and no
waiver of any default shall waive any other default.


 


6.                                       If
at any time after one or more events of default enumerated in Section 4 of
this Article II shall have occurred and before the Vessel shall have been
sold pursuant to any provision of this Article II (whether or not
proceedings for foreclosure shall have been commenced and/or prosecuted in any
court) Mortgagor shall make good such default or defaults, including without
limitation, payment of any past due installment of principal and interest on
the Documents secured by the lien of this Mortgage, and reimbursement of any
advances and expenditures made by Mortgagee in accordance with the provisions
of Sections l, 2 and 3 of this Article II, with interest thereon, then and
in every such case Mortgagee shall waive such default or defaults and its or
their consequences and shall rescind any action theretofore taken by it,
including without limitation, the acceleration of payment of the Documents
secured by this Mortgage; but no such waiver shall extend to or affect any
subsequent default or impair any right consequent thereon.


 


7.                                       The
net proceeds of any judicial or other sale, of any charter, managements or
other use of any Vessel by Mortgagee, of any claim for damages to the Vessel
and of any insurance received by Mortgagee (except to the extent that such
insurance proceeds are to be paid to Mortgagor in accordance with any
provisions of this Mortgage) shall be applied as follows:


 


First:  To the payment of all attorney’s fees, court
costs, and other expenses due or incurred or which may have been paid by
Mortgagee for the collection of any unpaid principal of the Documents and the
accrued interest thereon secured by the lien of this Mortgage;


 


Second:  To the payment of the whole amount then owing
and unpaid upon the Documents for principal and accrued interest thereon and,
in case such proceeds shall be insufficient to pay the whole amount so due and
unpaid, then to the payment of such principal and interest without preference
or priority of principal over interest or of interest


 


10

















 


over principal or of any
installment of interest or principal over any other installment of interest or
principal, ratably to the aggregate of such unpaid principal and the accrued
and unpaid interest;


 


Third:  To the payment of any claim or the balance of
any claim which Mortgagee may have for reimbursement for advances or
expenditures, with interest thereon at the same rate as is provided upon the
principal amount of this Mortgage, which Mortgagee has made under the
provisions of Sections l, 2 and 3 of this Article II, and for any
infraction by Mortgagor of Sections l to 13 inclusive, of Article I
hereinabove.


 


Fourth:  To the payment of any surplus thereafter
remaining to Mortgagor or to whomsoever may be entitled thereto.


 


Should there
not be any funds or insufficient funds to liquidate all valid claims of
Mortgagee, then Mortgagor shall remain bound to Mortgagee for any unpaid amount
or balance due and shall be liable to pay said amount to Mortgagee with
interest thereon as provided upon the principal amount of this Mortgage but, if
after payment in full, any amount remains, it shall be paid to Mortgagor.


 


8.                                       Mortgagor
shall not at any time insist upon or plead or in any manner whatever claim or
take the benefit or advantages of any stay or extension, valuation or
appraisement law for the purpose of preventing or hindering the enforcement or
foreclosure of this Mortgage, and it covenants that it will not hinder, delay
or impede the execution of any power herein granted and delegated to Mortgagee,
but that it will suffer and permit the execution of every such power as though
no such law or laws had been made or enacted, nor after any sale or sales will
it claim or exercise any right under any statute or otherwise to redeem the
property so sold or any part thereof.


 


9.                                       Notwithstanding
any other provision herein to the contrary, no sale, charter, transfer or other
disposition of any Vessel or any interest therein may be made to any entity not
a citizen of the United States within the meaning of Section 2 of the
Shipping Act, 1916, as amended, without the approval of the Secretary of
Transportation of the United States.


 


ARTICLE III.


 


Possession until
Default.


 


Until an Event
of Default shall have happened and shall have continued for the time, if any,
specified with reference thereto in Article II hereinabove, Mortgagee
shall permit Mortgagor and Mortgagor shall have the right to possess, use,
manage, operate and enjoy the Vessels and to take, collect and receive, and use
the freights, issues, rents, income and profits thereof and apply the same to
all legitimate uses.


 


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ARTICLE IV.


 


Information for
Endorsement of Mortgage.


 


For purposes
of this Mortgage and the recordation and endorsement of this Mortgage on the
documents of the Vessels as required by the Ship Mortgage Act, the total amount
of the Mortgage is Fifty Million Dollars ($50,000,000), plus interest and
performance of mortgage covenants.


 


The Mortgagor
holds an interest of 100% of each Vessel and 100% of such interest is subject
to this Mortgage.


 


The addresses
of the parties are:


 


Mortgagor:


 


Global
Geophysical Services, Inc.


3535
Briarpark, Suite 200


Houston, Texas
77042


Fax No. (713)
979-1560


 


Mortgagee:


 


Credit Suisse,
Cayman Islands Branch


Eleven Madison
Avenue


New York, NY
10010


Attention of
Agency Group


Fax No. (212)
325-8304


 


Although it is
not intended that this Mortgage include any property other than the Vessels, if
any determination is made at any time for any reason that this Mortgage does
include any property other than a “Vessel”, then such property may be
separately discharged by the payment of .01% of the said total amount.


 


ARTICLE V.


 


Intercreditor
Agreement.


 


This Mortgage is subject to the terms and
conditions of the Intercreditor Agreement. 
If any provision of the Intercreditor Agreement conflict with this
Mortgage, the Intercreditor Agreement shall govern.


 


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ARTICLE VI.


 


Sundry Provisions.


 


l.                                          All
covenants and agreements of Mortgagor herein contained shall bind Mortgagor,
its heirs, executors, successors or administrators or assigns forever, and
shall inure to the benefit or Mortgagee and its heirs, executors,
administrators, successors or assigns forever. 
Following any assignment of this Mortgage, and reference herein to
Mortgagee shall be deemed to refer to the “assignee”.


 


2.                                       Notwithstanding
any contrary statement contained herein regarding the maturity of this
Mortgage, it shall remain in full force and effect until, but only until, the
payment in full of the principal and all interest which will become due on the
Documents secured by the lien of this Mortgage and the payment of any other sum
or debt which may become due pursuant to the provisions of this Mortgage and
which is secured by the lien hereof and until, but only until, the full and
final performance of all covenants contained in this Mortgage.


 


3.                                       Any
notice or demand which by any provision of this Mortgage is required or
permitted to be given, delivered or served on Mortgagor may be given, delivered
or served by being deposited, postage prepaid, in a post office letter box
addressed (until another address is filed by Mortgagor in writing with
Mortgagee for the purpose of this section), as follows: Global Geophysical
Services, Inc., 3535 Briarpark, Suite 200, Houston, Texas 77042, (Fax
No. (713) 979-1560).  Any notice or
demand which by any provision of this Mortgage is required or permitted to be
given, delivered or served on Mortgagee may be given, delivered or served by
being deposited, postage prepaid, in a post office letter box addressed (until
another address is filed by Mortgagee in writing with Mortgagor for the purpose
of this Section 3) as follows: Credit Suisse, Cayman Islands Branch,
Eleven Madison Avenue, New York, NY 10010, Attention of Agency Group (Fax No. (212)
325-8304).


 


4.                                       If
any provision of this Mortgage, or any obligation, right or remedy created by
this Mortgage be declared invalid in any legal proceedings, no other valid
obligation, right or remedy created by this Mortgage shall be affected thereby.


 


5.                                       This
instrument may, for convenience, be executed in any number of original
counterparts, each of which shall be deemed an original and all of which taken
together shall be and constitute one instrument.


 


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IN WITNESS
WHEREOF, the Mortgagor has caused this instrument to be executed all as of the
day and year first above written.


 


	
  WITNESSES:

  	
   

  	
  GLOBAL  GEOPHYSICAL
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Craig M.
  Murrin

  
	
   

  	
   

  	
   

  	
  Vice
  President, Secretary and General

  
	
   

  	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sworn to and
  Subscribed before me

  this 16th day of January 2008

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 

















 


ACKNOWLEDGMENT


 


STATE OF TEXAS


 


COUNTY OF HARRIS


 


BE IT KNOWN
that on this 4th day of January 2008, before me personally appeared:


 


Craig Murrin


 


to me known, who, after being
by me duly sworn, did depose and say:


 


That he is
Vice President, Secretary and General Counsel of Global Geophysical Services, Inc.
which is described in and who executed the within instrument, and that he
signed his name to the said instrument and acknowledged the within instrument
at the direction of the Board of Directors of said corporation.


 


IN TESTIMONY
WHEREOF, I have hereto set my hand and seal on this day and year first above
written.


 


 


	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC