Exhibit 10.21


 


Execution Version


 


AMENDMENT NO. 1 AND WAIVER


 


AMENDMENT NO. 1 AND WAIVER (this “Amendment”) dated as of
October 30, 2009 under the First 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 Term Loan, 5.25% per annum,
(b) with respect to any ABR Term Loan, 4.25% per annum and (c) with
respect to any Eurodollar Revolving Loan or ABR Revolving Loan, the applicable
percentage set forth below under the caption “Eurodollar
Spread—Revolving Loans” or “ABR Spread—Revolving Loans”,
as the case may be, based upon the Total Leverage Ratio as of the relevant date
of determination:


 


	
  Total Leverage Ratio

  	
   

  	
  Eurodollar

  Spread –

  Revolving Loans

  	
   

  	
  ABR Spread - 

  Revolving

  Loans

  	
   

  
	
  Category 1 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or greater than 2.00 to 1.00

  	
   

  	
  5.25

  	
  %

  	
  4.25

  	
  %

  
	
  Category 2 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or greater than 1.75 to 1.00, but
  less than 2.00 to 1.00

  	
   

  	
  4.75

  	
  %

  	
  3.75

  	
  %

  
	
  Category 3 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or greater than 1.50 to 1.00, but
  less than 1.75 to 1.00

  	
   

  	
  4.50

  	
  %

  	
  3.50

  	
  %

  
	
  Category 4  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or greater than 1.25 to 1.00, but
  less than 1.50 to 1.00

  	
   

  	
  4.25

  	
  %

  	
  3.25

  	
  %

  
	
  Category 5 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 1.25 to 1.00

  	
   

  	
  4.00

  	
  %

  	
  3.00

  	
  %

  



 


Each
change in the Applicable Percentage resulting from a change in the Total
Leverage Ratio shall be effective with respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative
Agent of the financial statements and certificates required 


 


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by
Section 5.01(a) or 5.01(b) and Section 5.01(d),
respectively, indicating such change until the date immediately preceding the
next date of delivery of such financial statements and certificates indicating
another such change.   Notwithstanding
the foregoing, until the Borrower shall have delivered the financial statements
and certificates required by Section 5.01(a) and
Section 5.01(d), respectively, for the period ended March 31, 2008,
the Total Leverage Ratio shall be deemed to be in Category 1 for purposes of
determining the Applicable Percentage. 
In addition, (a) at any time during which the Borrower has failed
to deliver the financial statements and certificates required by
Section 5.01(a) or 5.01(b) and Section 5.01(d),
respectively, or (b) at any time after the occurrence and during the
continuance of an Event of Default, the Total Leverage Ratio shall be deemed to
be in Category 1 for purposes of determining the Applicable Percentage.   In the event that any financial statement or
Compliance Certificate delivered pursuant to Section 5.01(a),
5.01(b) or 5.01(d) is inaccurate (regardless of whether this
Agreement or the Commitments are in effect when such inaccuracy is discovered),
and such inaccuracy, if corrected, would have led to the application of a
higher Applicable Percentage for any period (an “Applicable
Period”) than the Applicable Percentage applied for such Applicable
Period, then (i) the Borrower shall immediately deliver to the
Administrative Agent a corrected financial statement and a corrected Compliance
Certificate for such Applicable Period, (ii) the Applicable Percentage
shall be determined based on the corrected Compliance Certificate for such
Applicable Period, and (iii) the Borrower shall immediately pay to the
Administrative Agent the accrued additional interest owing as a result of such
increased Applicable Percentage for such Applicable Period, which payment shall
be promptly applied by the Administrative Agent in accordance with
Section 2.19.  The provisions of the
immediately preceding sentence shall not limit the rights of the Administrative
Agent or the Lenders with respect to Section 2.07 and Article 7
hereof.


 


(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 


 


3

















 


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 terms
thereto in their respective appropriate alphabetical order:


 


“First Amendment Effective Date” means
October 30, 2009.


 


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


 


“Repricing Transaction” shall mean the
prepayment or refinancing of all or any portion of the Term Loans substantially
concurrently with the incurrence by the Borrower or any of its Subsidiaries of
any long-term debt bank financing with the purpose of obtaining lower cost of
financing than, or any amendment to this Agreement that has or could have the
effect of reducing, the effective yield (taking into account, for example, the
interest rate margins, any interest rate floor and original issue discount)
then applicable to the Term Loans.


 


(e)           Section 2.05
of the Credit Agreement is amended by inserting the following as a new clause
(e) immediately following clause (d) thereof:


 


(e)           Notwithstanding
anything to the contrary in Section 2.12, upon any prepayment or repricing
of the Term Loans as part of a Repricing Transaction on or prior to the first
anniversary of the First Amendment Effective Date, the Borrower shall pay a
prepayment 


 


4

















 


premium
equal to 1.0% of the principal amount of Term Loans prepaid or repriced
pursuant to such Repricing Transaction. All such premium payments shall be paid
to the Administrative Agent for the ratable benefit of the affected Lenders
(including any Lender that is required to assign its Term Loans pursuant to
Section 2.21 in connection with any Repricing Transaction).


 


(f)            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

  	
   

  	
  3.00
  : 1.00

  
	
  June 30,
  2008

  	
   

  	
  2.75
  : 1.00

  
	
  September 30,
  2008

  	
   

  	
  2.50
  : 1.00

  
	
  December 31,
  2008

  	
   

  	
  2.25
  : 1.00

  
	
  March 31
  2009 and June 30, 2009

  	
   

  	
  2.00
  : 1.00

  
	
  September 30,
  2009 through September 30, 2010

  	
   

  	
  2.25
  : 1.00

  
	
  December 31,
  2010 and March 31, 2011

  	
   

  	
  2.00
  : 1.00

  
	
  June 30,
  2011

  	
   

  	
  1.70
  : 1.00

  
	
  September 30,
  2011

  	
   

  	
  1.60
  : 1.00

  
	
  December 31,
  2011 and each fiscal quarter end thereafter

  	
   

  	
  1.50
  : 1.00; or

  



 


(ii)           if such fiscal
quarter end occurs after the end of the fiscal quarter in which a Qualifying
IPO is consummated, 1.50 : 1.00.


 


(g)           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),


 


5

















 


SECTION 3.  Limited Waivers.  At the request of the
Borrower, the Required Lenders hereby waive:


 


(i)    any
Default or Event of Default that may have occurred or be continuing as of the
date hereof under Section 7.01(d) of the Credit Agreement as a result
of any failure by the Borrower to comply with the provisions of
Section 6.16 of the Credit Agreement solely in respect of the fiscal
quarter ended on September 30, 2009; and


 


(ii)   any
Default or Event of Default that may have occurred or be continuing as of the
date hereof under Section 7.01(c) of the Credit Agreement solely as a
result of any representation or warranty contained in any Borrowing Request
delivered to the Administrative Agent pursuant to Section 2.03 of the
Credit Agreement after September 30, 2009 and prior to the date hereof
being false or misleading solely as a result of the existence of any Default or
Event of Default described in clause (i).


 


The waivers granted pursuant
to this Section 3 shall be limited precisely as written, and shall not
extend to any Default or Event of Default under any other provision of the
Credit Agreement or any other Loan Document.


 


SECTION 4.   Representations of the Borrower.  The Borrower represents and
warrants that, after giving effect to this Amendment (including the waivers
contemplated by Section 3), (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 Second 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
shall become effective on the first date on which the Administrative Agent
shall have received:


 


6

















 


(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 October 30, 2009, an amendment fee payable
by the Borrower for the account of such Lender in an amount equal to 0.50% of
the sum of such Lender’s Revolving Credit Commitment (whether used or unused)
and the principal amount of such Lender’s outstanding Term 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
Second 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)        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.


 


(c)        Except as expressly set forth herein, the waivers 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]


 


7

















 


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 First 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 First Lien
Credit Agreement


 

















 


	
   

  	
  [LENDER], as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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