Exhibit 10.22


 


Execution Version


 


AMENDMENT NO. 1 AND WAIVER


 


AMENDMENT NO. 1 AND WAIVER (this “Amendment”) dated as of October 30,
2009 under the Second Lien Credit Agreement dated as of January 16, 2008
(the “Credit Agreement”) among
Global Geophysical Services, Inc. (the “Borrower”),
the Lenders party thereto and Credit Suisse, as Administrative Agent (in such
capacity, the “Administrative Agent”) and
Collateral Agent (in such capacity, the “Collateral Agent”,
and together with the Administrative Agent, the “Agent”).


 


WHEREAS, the Borrower has informed the Agent and the
Lenders that the Borrower proposes to conduct a Qualifying IPO (as defined
below); and


 


WHEREAS, the Borrower has requested the Agent and
the Lenders to amend the Credit Agreement as set forth herein;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


SECTION 1.  Defined Terms; References.  Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement has the meaning assigned to such term in the Credit
Agreement.  Each reference to “hereof”, “hereunder”,
“herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement
shall, after this Amendment becomes effective, refer to the Credit Agreement as
amended hereby.


 


SECTION 2.  Amendments to the Credit Agreement.


 


(a)                                 The definition of “Alternate
Base Rate” in Section 1.01 of the Credit Agreement is amended and restated
in its entirety to read as follows:


 


“Alternate Base Rate” shall mean, for
any day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the LIBO Rate, at approximately 11:00 a.m.
(London time) two Business Days prior to such day, for dollar deposits being
delivered in the London interbank market for a term of one month commencing on
such day, plus 1% (for the avoidance of doubt, the LIBO Rate shall be
determined taking into account clause (a) of the definition thereof).  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, the Federal Funds Effective Rate or the LIBO Rate
shall be effective on the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the LIBO Rate, as the case may be.


 


(b)                                 The definition of “Applicable
Percentage” in Section 1.01 of the Credit Agreement is amended and
restated in its entirety to read as follows:


 


“Applicable Percentage” shall mean, for
any day (a) with respect to any Eurodollar Loan, 9.00% per annum and (b) with
respect to any ABR Loan, 8.00% per annum.


 


(c)                                  The definition of “LIBO Rate”
in Section 1.01 of the Credit Agreement is amended and restated in its
entirety to read as follows:


 


“LIBO Rate” shall mean, with respect to
any Eurodollar Borrowing for any Interest Period, the greater of (a) 3.00%
per annum and (b) 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.


 


(d)                                 Section 1.01 of the
Credit Agreement is amended by adding the following new defined term thereto in
appropriate alphabetical order:


 


“Qualifying IPO” shall mean the issuance
by the Borrower of its common Equity Interests in an underwritten primary
public offering (other 


 


2

















 


than
a public offering pursuant to a registration statement on Form S-8)
pursuant to an effective registration statement filed with the SEC in
accordance with the Securities Act of 1933 (whether alone or in connection with
a secondary public offering) resulting in gross proceeds to the Borrower of at
least $75,000,000.


 


(e)                                  Section 6.16 of the
Credit Agreement is amended and restated in its entirety to read as follows:


 


Section 6.16.  Total Leverage Ratio. 
As of any fiscal quarter end, permit the Total Leverage Ratio to exceed (i) if
such fiscal quarter end occurs on or prior to the end of the fiscal quarter in
which a Qualifying IPO is consummated, the corresponding ratio set forth in the
table 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
  through September 30, 2010

  	
   

  	
   

  	
  2.50 : 1.00

  
	
  December 31, 2010
  and March 31, 2011

  	
   

  	
   

  	
  2.25 : 1.00

  
	
  June 30, 2011

  	
   

  	
   

  	
  1.95 : 1.00

  
	
  September 30, 2011

  	
   

  	
   

  	
  1.85 : 1.00

  
	
  December 31, 2011
  and each fiscal quarter end thereafter

  	
   

  	
   

  	
  1.75 : 1.00; or

  



 


(ii)                                  if such fiscal
quarter end occurs after the end of the fiscal quarter in which a Qualifying
IPO is consummated, 1.75 : 1.00.


 


(f)                                   Section 7.02 of the
Credit Agreement is amended as follows: (i) the phrase “(and no greater
than)” is deleted and replaced with “(and, except as set forth in clause (w) of
the proviso below, no greater than)” and (ii) the following is inserted as
a new clause (w) of the proviso thereof:


 


(w) if in any instance the amount necessary to cure the relevant
failure is less than $5,000,000, then the persons exercising the right to cure
set forth above in such instance shall contribute at least $5,000,000 in the
aggregate in cash to the common equity of the Borrower in such instance (it
being agreed, however, that only the amount necessary to cure such failure
shall be considered the “Specified Equity Contribution” for purposes of this Section and
that no portion of such contribution shall be taken into account in determining
the Equity Proceeds Available Amount at any time),


 


3

















 


SECTION 3.  Limited Waiver.  At the request of the
Borrower, each Lender party hereto hereby agrees, solely as to itself, that if
the Borrower prepays the Obligations in full (but not in part) with the net
cash proceeds of a Qualifying IPO, then, solely in such case, the Borrower
shall not be required to pay any prepayment fee that would otherwise be payable
to such Lender in connection with such prepayment pursuant to Section 2.05(b) of
the Credit Agreement; provided that
such prepayment shall occur within six months after the consummation of such
Qualifying IPO.  The waiver granted
pursuant to this Section 3 shall be limited precisely as written, and
shall not apply to any other circumstances in which the Borrower may be
required to pay a prepayment fee to the Lenders.


 


SECTION 4.  Representations of the
Borrower.  The Borrower
represents and warrants that, after giving effect to this Amendment, (i) the
representations and warranties set forth in Article 3 of the Credit
Agreement and in each other Loan Document will be true on and as of the date
hereof and (ii) no Default or Event of Default will have occurred and be
continuing on such date.


 


SECTION 5.  Consent.  Each Lender party hereto hereby consents to
the amendment of the First Lien Credit Agreement substantially in the form
attached hereto as Exhibit A.


 


SECTION 6.  Governing Law.  This Amendment shall be governed
by and construed in accordance with the laws of the State of New York.


 


SECTION 7.  Counterparts. 
This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


SECTION 8.  Effectiveness.  (a) This Amendment
(other than Section 3 hereof) shall become effective on the first date on
which the Administrative Agent shall have received:


 


(i)                       counterparts hereof signed
by the Required Lenders and the Borrower (or, in the case of any party as to
which an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party);


 


(ii)                    with respect to each Lender
that shall have delivered a signed counterpart hereof to the Administrative
Agent as set forth in clause (i) above at or prior to 5:00 pm, New York
City time, on 


 


4

















 


October 30, 2009, (1) an amendment fee payable by the
Borrower for the account of such Lender in an amount equal to 0.50% of the
principal amount of such Lender’s outstanding Loans and (2) a fee in
respect of the waiver granted by Section 3 hereof payable by the Borrower
for the account of such Lender in an amount equal to 0.50% of the principal
amount of such Lender’s outstanding Loans;


 


(iii)                 an executed consent (which may be part of the
amendment referred to in Section 5 hereof) of the Required Lenders under
and as defined in the First Lien Credit Agreement to the terms hereof; and


 


(iv)                payment in full of all fees and expenses
payable by the Borrower pursuant to Section 9.05 of the Credit Agreement
or otherwise, including the fees and expenses of Davis Polk & Wardwell
LLP, counsel to the Administrative Agent.


 


(b)                       Section 3
of this Amendment shall become effective when the conditions referred to in Section 8(a) shall
have been satisfied, but then only as to each Lender party hereto.


 


(c)                        For the
avoidance of doubt, the interest rates set forth in the definition of “Applicable
Percentage” shall take effect immediately upon the effectiveness of this
Amendment.


 


(d)                       Except as
expressly set forth herein, the waiver contained herein shall not constitute a
waiver of any term or condition of the Credit Agreement or any other Loan
Document, and all such terms and conditions shall remain in full force and
effect and are hereby ratified and confirmed in all respects.


 


[signature
pages follow]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first above written.


 


 


	
   

  	
  GLOBAL
  GEOPHYSICAL SERVICES, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1 and Waiver under the Second Lien Credit Agreement


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
  Administrative Agent and as Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1 and Waiver under the Second Lien Credit Agreement


 

















 


	
   

  	
  [LENDER],
  as Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Amendment No. 1 and Waiver under the Second Lien Credit Agreement