Exhibit 10.4


 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


AMENDED
AND RESTATED COOPERATION AGREEMENT


 


This
Amended and Restated Cooperation Agreement (the “Agreement”), dated and effective as of the lst day of May 2007,
is entered into by and between Sercel Inc., with its principal place of
business at Houston, Texas, U.S.A. (hereinafter referred to as “Sercel”), and
Global Geophysical Services, Inc. (“GGS”) with its principal place of
business located in Houston, Texas, U.S.A, in order to amend that certain
Cooperation Agreement between GGS and Sercel dated 5th day of February, 2005 (the “Original Agreement”).


 


Whereas,
GGS is a
geophysical seismic contractor carrying out seismic data acquisition services
throughout the world, and;


 


Whereas, Sercel Inc. forms part of the Sercel Group
which develops and markets seismic equipment throughout the world, and;


 


Whereas,
GGS in the last
24 months has purchased over ****** channels of Sercel’s 408 and 428 land and
transition zone seismic equipment from Sercel and GGS forecasts the purchase of
another ****** such channels over the 24 months following the date of this
Agreement, for a total actual and anticipated purchase of ****** such channels
over the total 48-month period; and


 


Whereas,
Sercel recognizes
the distinction that GGS is an industry leader in geophysical applications
using Sercel land and transition zone technology and would like to define the
relationship with GGS as a “most favored customer”;


 


NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF
WHICH IS HEREBY ACKOLWLEDGED BY EACH OF THE PARTIES, GGS AND SERCEL HEREBY
AGREE that the
Original Agreement shall be amended by restatement in its entirety to read as
follows:


 


ARTICLE 1.        DEFINITIONS AND
INTERPRETATION


 


In this Agreement, the following terms have the
meanings set forth below, which shall be equally applicable to both the
singular and the plural form:


 


1.1.          “Affiliate” shall mean with respect to any person, any
other person directly or indirectly controlling, controlled by or under common
control with the first person. For the purposes of this Agreement, “control,”
when used with respect to any Person, means the possession, directly or
indirectly, of the power to (a) vote 50% or more of the securities having
ordinary voting power for the election of directors (or comparable positions)
of such person or any one or more business entities which are: (a) owned
or controlled by, (b) owning or controlling, or (c) owned or
controlled by the business entity owning directly or indirectly, at least fifty
percent (50 %) of the voting stock ordinarily entitled to vote in the election
of directors.


 


In the case of SERCEL, “Affiliate”
shall be further limited to business entities, which are engaged in the
manufacturing of seismic equipment.


 


1.2.          “Agreement” shall mean the present agreement
(including the Schedules) as amended in writing from time to time.


 


1.3.          “CGG” shall mean Compagnie Generale de Geophysique -
Veritas,  and any and all successors) to


 

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


(a) all or
substantially all its assets or (b) all or substantially all of the assets
of its current seismic equipment manufacturing business.


 


1.4.          ‘‘Confidential Information” shall mean any and all
non-public technical, business and/or proprietary information disclosed by one
Party to the other Party, directly or indirectly, in wilting with respect to a
Party’s business strategies and practices, methodologies, trade secrets,
know-how, pricing, technology, software, products, product plans, services, and
other information the confidential or proprietary nature of that is reasonably
apparent under the circumstances. The existence and terms of this Agreement
shall be deemed Confidential Information, unless otherwise agreed.


 


1.5.          “Effective Date” shall mean February 5, 2005.


 


1.6.          “GGS” shall mean Global Geophysical Services, Inc.
and its Affiliates engaged in the supply of seismic data acquisition services
throughout the world.


 


1.7.          “Parties” shall mean GGS and Sercel; “Party” shall
mean one of them.


 


1.8.          “Products” shall mean any land or transition zone
seismic equipment and/or software.


 


1.9.          “Sercel” shall mean Sercel Inc. and its Affiliates
engaged in the manufacture and marketing of seismic equipment.


 


1.10.        “Year” shall mean one of the four 365-day periods
commencing on the Effective Date or the first three anniversaries thereof.


 


ARTICLE 2.        PURPOSE OF THE AGREEMENT


 


The purpose of this Agreement is to define the terms
and conditions under which GGS and Sercel shall cooperate in the field of High
Density land seismic acquisition and transition zone operations.


 


ARTICLE 3.        VOLUME PURCHASE AGREEMENT OF LAND AND
TRANSITION ZONE EQUIPMENT


 


3.1.          408UL and Sercel 428 Land Acquisition System Discount
Rates


 


Sercel will provide GGS a
discount of ******** percent (***%) from the 408UL Ground Equipment list price,
which includes links of FDU’s, LAUL and LAUX. Sercel will provide GGS a
discount of ********** percent (***%) on 428XL line equipment, which includes
links of FDU’s and LAUL. Sercel will provide GGS a discount of ******** percent
(***%) on 428XL LAUX.


 


Sercel will provide GGS a
discount of ***% on software licenses for the 408 UL front end. *** discount
applies to 428 front ends. Additionally, Sercel agrees to limit the software
charges to GGS to a maximum of ** licenses per 408UL CMXL. There will be no
software limit on the 428XL software.


 


3.1.1        Sercel will offer GGS most favored customer pricing
for the DSU3 428XL Links. The current discount offered on DSU3 428XL links is
***% from the list price.


 


3.2.          408 ULS System Discount Rates


 


Sercel shall extend to
GGS the following discount table:


 


2

















 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


	
   

  	
   

  	
  DISCOUNT 

  From List Price

  	
   

  
	
  VOLUME

  	
   

  	
  408ULS 

  FDU2S

  	
   

  	
  408ULS

  LAULS/LAUXS

  	
   

  
	
  1-3,000 Modules

  	
   

  	
  ***

  	
  %

  	
  ***

  	
  %

  



 


Discount to include
FDU2S, LAULS and LAUXS modules.


 


Sercel will provide GGS a
discount of ***% on software licenses for the 408 ULS front end. Additionally,
Sercel agrees to limit the software charges to GGS to a maximum of ** licenses
per CMXL.


 


3.3.          Sercel 408 UL and 408 ULS Board Discount Rates


 


Global Geophysical may
request to purchase the certain electronic board assembles for the 408UL and
408ULS from Sercel. Sercel agrees to negotiate with Global Geophysical at the
time of purchase as a “most favored customer”. ***************************************************************************.  Global Geophysical shall make every effort to
work with Sercel on required manufactured parts and services when designing or
developing new technology based on the Sercel electronics system.


 


Sercel agrees to sell the
board sets to GGS, but the products built with the Sercel technology is for the
specific use by GGS on GGS crews. The systems are not for lease, rent or sale
by GGS to any other contractor. This restriction does not apply to new board
sets that are installed in Sercel ground equipment for general maintenance of
units already purchased by GGS.


 


3.4.          VE432 Vibrator Electronics Discount Rates


 


	
  VIBRATOR 

  ELECTRONICS

  	
   

  	
  DISCOUNT

  From List

  Price

  	
   

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  



 


Global Geophysical may
purchase their initial VE432 products at a discount of ***% from list price.
Continued purchases will be procured as outlined in the Volume Purchase
Discount Table. Discounts apply to DSD and DPG modules.


 


Sercel has developed a
new vibrator control electronics system, the VE464, which Sercel will
commercialize in 2008. Sercel will negotiate with GGS in “good faith” a most
favored customer discount.


 


3.5.          LRU and LAUR Discount Rates


 


	
  VOLUME

  	
   

  	
  DISCOUNT

  From List

  Price

  	
   

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  



 


3

















 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


3.6.          SGD-S Blaster Electronics Discount Rates


 


	
  VOLUME

  	
   

  	
  DISCOUNT

  From List

  Price

  	
   

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  



 


3.7.          The NOMAD 65 Vibrator Discount Rates


 


	
  VIBRATOR

  	
   

  	
  DISCOUNT

  From List

  Price

  	
   

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  
	
  *** Units

  	
   

  	
  ***

  	
  %

  



 


The discount for NOMAD 65
are not cumulative, but are based on a “per order” basis. Sercel has agreed to
ship free of charge, the first *** Vibrators from St. Gaudens, France to
Houston, Texas. It is the responsibility of GGS to pay the freight from the
Port of Houston to the Vibrators final destination. The discount shall apply to
the NOMAD 65 with tires. Sercel agrees to negotiate with GGS as “most favored
customer” when purchasing NOMAD 65 Track Vibrator and the NOMAD 90 Vibrator.


 


3.8.          SeaRay 100 & 300


 


The SeaRay 100 &
300 is Sercel’s latest Ocean Bottom Cable System. The system incorporates
Sercel’s DSU3 428XL technology. Sercel would offer GGS most favored customer
pricing on the SeaRay products.


 


3.9.          New Recording Systems


 


If Sercel develops a new
land or transition zone system, Sercel agrees to negotiate with GGS in “good
faith” a most favored customer discount with a guarantee that GGS shall receive
the best price in the industry. Sercel further agrees that such system’s
channels will apply to the current Volume Purchase Agreement,


 


Sercel has commercialized
its new radio technology, through the acquisition of Vibtech. Sercel will offer
GGS a preferred customer status for the Unite System, which will provide GGS
the lowest pricing in consideration of volume and commercial terms.


 


3.10.        Minimum Purchase Commitments and Penalties


 


As part of this Agreement
and in consideration for the discounts provided by Sercel, GGS will commit to
purchasing a minimum volume of equipment over the next four Years:


 


	
  Year

  	
   

  	
  Volume

  	
   

  
	
  Year 1 Minimum Commitment

  	
   

  	
  ******

  	
   

  
	
  Year 2 Minimum Commitment

  	
   

  	
  ******

  	
   

  



 


4

















 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


	
  Year 3 Minimum Commitment

  	
   

  	
  ******

  	
   

  
	
  Year 4 Minimum Commitment

  	
   

  	
  ******

  	
   

  
	
  4 Year Total Commitment

  	
   

  	
  ******

  	
   

  



 


The date of each purchase
is considered to be the date when a purchase order is submitted by GGS to
Sercel.


 


Volume is measured in
units. Each 408 UL or 428 FDU-1 will be considered to be ******. Each 408 ULS
FDU-2 will be accounted for as ***********************. FDU-1 boards will be
accounted for as ***** and FDU-2 boards will be accounted for as *****.
Channels for any new recording system will count for a minimum of *********;
however the actual weighting will be negotiated based upon the relative price
compared to 408 UL gear.


 


Purchases in excess of
the minimum obligation in any particular Year may be carried forward to
subsequent Years. As long as the total purchases over any combined period is
greater than the cumulative minimum commitment levels, GGS will be deemed to
have met its volume purchase obligations.


 


In the event that GGS
fails to meet its minimum commitment obligations, Sercel will have the right to
charge GGS penalties based on the relative shortfall. For any given Year in
which GGS fails to meet the minimum commitment level (and does not have any
carry forward) Sercel may invoice GGS for a shortfall fee of $*** for each unit
below the minimum level. Additionally, if GGS fails to meet its commitment
level for the entire four-Year period of the agreement, Sercel may invoice GGS
another shortfall fee of an additional $*** for each unit below the cumulative
required level of ****** units.


 


ARTICLE
4.        TERMS AND CONDITIONS OF
SALE


 


4.1.          Payment Terms


 


All amounts due by GGS to
Sercel shall be paid within thirty days from the receipt of the relevant
invoice. For any purchase and sale of products, the total amount of the
purchase price shall be invoiced upon delivery of the products in Sercel
premises exworks (Incoterms 2000).


 


All amounts shall be
invoiced and payable in United States Dollars (US$).


 


Financing
Terms


 


Sercel has provided GGS
finance terms as structured as an operating lease. Only at Sercel’s discretion
will operating lease terms be provided to Global Geophysical.


 


On all credit facilities
from Sercel GGS provides security of asset and a full corporate guarantee of
payment.


 


4.2.          Export Authority


 


GGS shall be solely
responsible for obtaining the necessary import licenses and any other official
authorizations. Products delivered under export license or indicated as being
subject to an export license may not be exported without the authorization of
the countries to which the Products were initially delivered. Use or export of
the Products in or to certain countries may be restricted or prohibited by
national or international rules. GGS has to inform itself about such restrictions
and prohibitions and shall be responsible in case of breach of such rules.


 


5

















 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


4.3.          Purchase Orders


 


GGS shall issue an order
each time it wants Sercel to deliver products. Sercel has the right to
reconfirm the delivery time upon receipt of the purchase order. The order
cannot be canceled and/or the delivery dates cannot be modified without Sercel’s
prior written approval.


 


4.4.          Delivery place


 


Sercel will deliver
product to GGS from any or all of the Sercel facilities. All deliveries are FOB
a Sercel facility unless negotiated with Sercel in advance.


 


4.5           Prices


 


Sercel’s price list is
appended to this document. Sercel reserves the right to increase prices on an
annual basis. The prices shall not increase more than ***% per Year or the
amount of Producer Price Index (as determined by the US government) whichever
is smaller. Sercel shall inform GGS in writing of all prices changes with a
minimum of 90 days notice.


 


ARTICLE
5.        MOST FAVORED
CUSTOMER/SUPPLIER STATUS


 


5.1.          Most favored customer status


 


In consideration of the
above understandings and of compliance by GGS of its obligation under article
3.1, Sercel shall grant GGS the status of the “most favored customer” for the
408UL range (including ULS) and 428 range of land conventional equipment,
transition zone acquisition equipment, vibrators, vibrator controls, geophones,
hydrophones, and all other related 408 and 428 land conventional equipment
including the DSU3 products and will provide GGS with the best competitive
offer taking into account, the current and domestic prevailing market
conditions, the quantities, the delivery times and the support services
required, the fact that the relevant equipment is purchased or rented and in
this latter case the duration of the lease. This offer will include the best
available pricing that is not less favorable than that made available by Sercel
to any of its customers within 12 months prior to or after the date of purchase
or rent by GGS, with due regard to volume purchased or rented and other terms
such as but not limited to terms and conditions of payment.


 


5.2.          Most favored supplier status


 


In consideration of
Sercel’s commitments under this Agreement, GGS shall grant Sercel the status of
the “most preferred supplier” for the supply of any conventional land
acquisition or transition zone equipment. Items not limited to conventional
land acquisition systems, transition zone acquisition systems, geophone
sensors, hydrophone sensors, vibrators and vibrator control systems and GGS
shall not purchase, directly or indirectly, such equipment from any third party
without having first requested, with a reasonable prior notice, Sercel to issue
a proposal. Such notice will specify the equipment required, the quantity
needed, the delivery period and the country of delivery.


 


Should GGS demonstrate
that Sercel proposal is not competitive in terms of price, quality, support
services and delivery dates, GGS may purchase the relevant equipment from the
third party provided however that the terms of sale or the lease (equipment
items, quantity, delivery period and country of delivery) correspond to the
request for proposal sent to Sercel.


 


ARTICLE
6.        RELATED SERVICES


 


6.1.          Support Services


 


6

















 


CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF
THIS DOCUMENT.  CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


In consideration of, and
subject to, GGS appointing Sercel as the preferred supplier for the other 408
and 428 land range of products, Sercel hereby agrees to offer to GGS the
following terms and conditions for support services.


 


Sercel will provide, free
of charge, 2 training reservations in the regularly scheduled 408 or 428
courses for each system front-end that GGS purchases from Sercel. Thereafter,
additional training will be charged at the then published rate. Sercel will
provide, free of charge, one technician for 6 days, or equivalent, for on-site
crew support for each system front-end that GGS purchases from Sercel as of the
Effective Date of the Agreement. Beyond these cumulative days, Sercel may
provide additional assistance at the rate of US$1,000 per day. In all cases,
GGS will bear travel and lodging expenses of Sercel technicians.


 


ARTICLE
7.        STEERING COMMITTEE


 


7.1.          Steering Committee organization


 


Within thirty (30) days
from the execution date of this Agreement, the Parties will set up a Steering
Committee in order to provide for efficient co-operation and to manage the
relationship of the Parties during the term of this Agreement.


 


The Steering Committee
shall consist of a minimum of four (4) designated representatives, of
which two will be appointed by GGS and two by Sercel. Depending upon the
matters reviewed by the Steering Committee any additional person(s) may be
invited.


 


Either Party shall have
the right to unilaterally remove or replace any of its representatives, which
removal or replacement shall be notified in writing to the other Party.


 


The Committee shall meet
at least twice per calendar year and any such time as a meeting is requested by
one of the Parties, at dates to be agreed. Meetings shall be held in any place
as agreed by the Parties or by video conference.


 


In addition to the
periodic meetings of the Steering Committee, the CEOs and COOs of both
companies shall meet, at least annually, to hold conceptual discussions on the
future technology directions and market conditions.


 


7.2.          Matters to be reviewed by the Steering Committee


 


In addition to any matter
that needs to be reviewed by the Steering Committee to ensure an efficient
cooperation, the following points shall be reviewed at least at the beginning
of the cooperation:


 


(i)            Technological requirement for future products to
address the seismic acquisition market;


 


(ii)           Any support or commercial issues related to the
acquisition market as needed;


 


(iii)          Any possible papers and joint presentations to
accelerate the acceptance in the market for GGS’s Services or Sercel’s
products.


 


7.3.          Settlement of dispute within the Committee


 


Should the members of the
Committee fail to reach an agreement on any matter related to the Agreement or
on any matter raised by one Party to the attention of the other or, more
generally, when a disagreement occurs between the members on any aspect which
might have an impact, either technical, financial or other on the fruitful
development of the cooperation, the dispute shall be referred to the
Chief-Executives of the Parties and the Chief-Executives shall then meet each


 


7














 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT
WITH “*****”.


 


other within the best
limits in order to resolve the matter in dispute.


 


At coming into force of the Agreement, the respective Chief Executives
of the Parties shall be:


 


Mr. Richard DEGNER for GGS


 


Mr. Pascal ROUILLER for SERCEL


 


ARTICLE
8.        PATENTS - TRADE SECRET-
INTELLECTUAL PROPERTY RIGHTS


 


8.1           All right to the patents, trade secrets,
intellectual property rights or any other technical information (i) owned
by GGS prior to this Agreement or (ii) developed or acquired by GGS during
the course of this Agreement and that relates to seismic data acquisition
services, products, equipment or software or (iii) developed or acquired
by GGS outside this Agreement will remain the sole and exclusive ownership of
GGS.


 


8.2           All right to the patents, trade secrets,
intellectual property rights or any other technical information (i) owned
by Sercel prior to this Agreement or (ii) developed or acquired by Sercel
during the course of this Agreement and that relates to seismic data
acquisition product, equipment or software or (iii) developed or acquired
by Sercel outside this Agreement will remain the sole and exclusive ownership
of Sercel.


 


8.3           If in the course of the Agreement, it
appears that the Parties have jointly developed or acquired patents, trade
secrets, intellectual property rights or any other technical information that
relate to both data seismic acquisition services and products and software, the
relevant information or right shall be jointly owned by the Parties. The
commercial exploitation of such information and rights shall follow the rules elsewhere
developed in this Agreement, and Sercel shall have the right to market and
commercialize such information or right subject to the exclusivity and
preferred status provided for in this Agreement.


 


8.4           Except as otherwise expressly provided
for in this Agreement, nothing in this Agreement shall be construed as granting
to one Party any rights or license on the patents, trade secrets, intellectual
property rights or any other technical information of the other Party.


 


ARTICLE
9.        CONFIDENTIALITY


 


The receiving Party shall treat as confidential all Confidential
Information of the disclosing Party, shall not use such Confidential
Information except to exercise its rights and perform its obligations under
this Agreement herein, and shall not disclose such Confidential Information to
any third party except to its Affiliates. Without limiting the foregoing, the
receiving Party shall use at least the same degree of care it uses to prevent
the disclosure of its own confidential information of like importance, which
care shall be no less than reasonable care, to prevent the disclosure of
Confidential Information of another party. The receiving Party shall promptly
notify the disclosing Party of any actual or suspected misuse or unauthorized
disclosure of the disclosing Party’s Confidential Information. The restrictions
set forth in this Article shall not apply to information that is:


 


(i)            Made publicly available through no fault
of the receiving Party;


 


(ii)           Already in the receiving Party’s
possession and not subject to a confidentiality obligation to the disclosing
Party;


 


(iii)          Obtained by the receiving Party from a third party
without restrictions on disclosure;


 


(iv)          Independently developed by the receiving Party without
reference to or use of the disclosing Party’s Confidential Information;


 


8

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


(v)           Required to be disclosed by order of a court of
competent jurisdiction or other governmental authority; provided, that the
receiving Party shall give written notice to the disclosing Party prior to such
disclosure to enable the disclosing Party to seek a protective order or
otherwise prevent or restrict such disclosure; or


 


(vi)          Required to be disclosed or included in any document
filed or furnished under the laws, regulations, or stock exchange rules applicable
to a Party; provided, that such Party requests confidential treatment of this
Agreement if it must be included as an exhibit to such a document and further
provided that such disclosure may not substantially exceed the scope or detail
of the disclosure concerning the Original Agreement in GGS’s Registration
Statement on Form S-l (#333-136483) unless broader or more detailed
disclosure is required under subsequent or other applicable laws, regulations,
or rules.


 


Neither Party shall disclose the existence of this Agreement and the
purpose thereof without the prior written consent of the other Party. GGS may
issue a press release announcing the relationship between the Parties, provided
however that Sercel would have approved in advance the text of the relevant
press release.


 


Furthermore the Parties acknowledge that due the fact that Sercel’s
parent company is listed on Stock Exchange including hut not limited to the US
stock exchanges and that its legal counsel may consider that this Agreement has
to be filed to the Securities Exchange Commission, or to other securities
exchange commission governing French stock exchanges, as exhibit to their
respective periodic or annual reports. Should that be the case, the Parties
will then discuss the opportunity to request confidential treatment for certain
parts of the Agreement.


 


In the event of any actual or threatened breach of the provisions of
this Article, the Parties agree that the non-breaching Party will have no
adequate remedy at law and shall be entitled to injunctive relief in addition
to any other remedies that non-breaching Party may have at law or equity.


 


ARTICLE
10.      CHANGE OF CONTROL


 


10.1.        Change of control definition


 


“Change of Control” shall mean, with respect to GGS, that any one of
the following events has occurred after the date of this Agreement: (a) any
third party, acting solely or in conjunction with others, has become the
beneficial owner, directly or indirectly, of 50% or more of the voting power of
its then-outstanding voting securities; or (b) the approval by the
stockholders of GGS of the merger or consolidation of GGS with, or the sale of
all or substantially all of the assets of GGS, to, any other third party,
acting solely or in conjunction with others.


 


“Change of Control” shall mean, with respect to Sercel, that any one of
the following events has occurred after the date of this Agreement: (a) any
third party, acting solely or in conjunction with others, has become the
beneficial owner, directly or indirectly, of 50% or more of the voting power of
the then-outstanding voting securities of CGG or Sercel; or (b) the
approval by the stockholders of CGG or Sercel of the merger or consolidation of
CGG or Sercel with, or the sale of all or substantially all of the assets of
Sercel, to, any other third party, acting solely or in conjunction with others,
unless this third party is not a direct competitor of GGS (other than CGG
itself). For the avoidance of doubt, it is further specified that the listing
of Sercel’s shares immediately following a “spin-off or similar transaction,
without more, shall be deemed not to be a Change of Control.


 


10.2.        Effect of the change of control


 


Upon the occurrence of a change of control, the Party not suffering the
change of control shall have the right to terminate this Agreement upon a
thirty (30) days prior notice.


 


Notwithstanding such termination, firm commitments existing as of the
termination date with 


 


9

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


respect to the sale and/or rental products shall be performed by both
Parties in accordance with the terms of the relevant order.


 


10.3.        Additional right granted to GG S


 


(a)           The Parties acknowledge that although as
of the effective date Sercel’s parent company, i.e. CGG, is a supplier of
seismic data acquisition services, Sercel is allowed to sell its products to
any competitor of its parent company without any specific restriction.
Considering GGS’ wish to be protected against the situation (i) where one
of its competitors, other than CGG, would acquire Sercel’s control; and (ii) such
competitor would decide to keep Sercel technology and products for its own
benefit and use and would decide that Sercel is not entitled anymore to
generally offer its technology and products to the seismic services market;
Sercel has agreed to give GGS access to its products, notwithstanding the
termination of the Agreement under the following conditions.


 


The foregoing provisions shall be strictly limited to cover the
situation described in clause 10.3. (a) to the express exclusion of any
other circumstances, such as but not limited to: Sercel’s decision to stop
manufacturing any products, to use other technology than the ones previously
used, events that cause delays in the manufacturing or delivery of products,
Sercel’s breach of the Agreement, Sercel’s decision to stop delivering products
to GGS as a result of a breach by GGS of any of its obligation under this
Agreement and/or Sercel’s decision to terminate this Agreement in accordance
with the terms of the Agreement, whatever reason.


 


(b)           In accordance and subject to the
conditions mentioned in clause 10.3. (a), GGS may place orders requesting
delivery of any Product covered by this Agreement under the same conditions as
provided for in this Agreement during the twelve (12) month period following
the occurrence of the conditions set forth in Article 10.3. (a) and
the relevant termination of the Agreement by GGS.


 


ARTICLE
11.      TERM AND TERMINATION


 


11.1.        Term


 


This Agreement shall become effective on the Effective Date set forth
above and shall continue in effect for a period of four Years. This Agreement
may be renewed for additional periods subject to the written consent of both
Parties.


 


11.2.        Termination Rights


 


In addition to any termination rights elsewhere provided for in this
Agreement, either Party may terminate this Agreement in accordance with the
following provisions.


 


(a)           If Sercel shall default in or breach any one or more
of its material obligations under this Agreement, GGS may give a written notice
calling attention to such default or breach. If Sercel does not remedy such
default or breach within 45 days of Sercel’s receipt of such written notice or,
in the event such breach is of a type that may not reasonably be cured within
45 days, begin such a cure within 45 days and thereafter expeditiously complete
such cure, then GGS may terminate this Agreement or the relevant purchase or
rental order by giving written notice to Sercel, such termination to be
effective immediately upon receipt of the termination notice by Sercel.


 


(b)           If GGS shall default in or breach any one or more of
its material obligations under this


 


10

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


Agreement, Sercel may give a written notice calling attention to such
default or breach. If GGS does not remedy such default or breach within 45 days
of GGS’ receipt of such written notice or, in the event such breach is of a
type that may not reasonably be cured within 45 days, begin such a cure within
45 days and thereafter expeditiously complete such cure, then Sercel may
terminate this Agreement or the relevant purchase or rental order by giving
written notice to GGS, such termination to be effective immediately upon
receipt of the termination notice by GGS.


 


(c)           If either Party claims an event of Force Majeure
pursuant to Section 12.5. and ceases to perform, then the other Party
shall have the option to terminate this Agreement or the relevant order by
written notice to the Party claiming an event of Force Majeure if such an event
of Force Majeure continues for forty five (45) or more days.


 


(d)           No termination of a firm purchase or rental order
without cause is allowed.


 


Furthermore, Articles 3.1, 8, 9 12.3, 12.6, 12.7 and this paragraph
shall survive the termination of this Agreement for any reason whatsoever.


 


ARTICLE
12.      MISCELLANEOUS


 


12.1         Independent Contractor Relationship


 


Nothing in this Agreement is intended or is to be construed to
constitute the Parties hereto as partners or joint ventures, or any Party or
its employees as employees or agents of the other Party. Neither Party shall
have any express or implied right or authority to assume or create any
obligations on behalf of or in the name of the other Party or to bind the other
Party to any contract, agreement or undertaking with any third party. The
Parties agree that the rights and liabilities of the Parties hereunder are several
and not joint or collective, and that this Agreement and operations hereunder
shall not constitute a partnership,


 


12.1         Assignments


 


This Agreement is not assignable by any Party without the prior written
consent of all of the other Parties. Any attempt to assign this Agreement in
violation of this Clause shall be null and void.


 


12.3         Indemnity


 


12.4         Risk of Loss


 


Each Party shall bear its own risk of loss in connection with any
performance under the Agreement including, but not limited to, injury to its
own employees while visiting the facility of the other Party or damage to its
own property (except damages to Sercel’s products while rented by GGS).


 


12.5         Defence and Hold Harmless


 


Each Party agrees to defend, indemnify and hold the other Party harmless
against all liability for losses, damages, and/or injuries (including illness
or death) to any person, and damage to or loss of the property of the
indemnifying Party (except loss or damage to


 


Sercel’s Product while rented by GGS) or of any other person arising
out of the manufacturing, sales and/or seismic services activities of the
indemnifying Party and/or its clients pursuant to this 


 


11

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


Agreement, except to the extent that such loss, damage or injury to the
person or property of a third person is determined to have been a direct result
of the negligence or willful misconduct of the indemnified Party and except as
otherwise provided for.


 


THE PARTIES AGREE THAT NO PARTY SHALL
BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT
OR OTHERWISE INCLUDING, BUT NOT LIMITED TO,
DAMAGES FOR LOST PRODUCTION, LOST REVENUE, LOST PROFITS, LOST BUSINESS OR
BUSINESS INTERRUPTIONS, REGARDLESS OF THE SOLE, JOINT, AND/OR CONCURRENT
NEGLIGENCE OF EITHER PARTY AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND EACH PARTY HEREBY RELEASES THE OTHER IN THIS
REGARD.


 


12.4.        Force Majeure


 


No Party shall be liable or responsible for any failure or delay in
performance due to compliance with government regulations, labor, strikes, acts
of civil unrest, Acts of God, war, epidemics or other events that are beyond
the control of a Party; provided, that the Party relying on this provision
shall notify in writing the other Party of the even giving rise to such delay
and estimate the duration of the delay, within five days of its occurrence.


 


12.5.        Notices


 


All notices, requests, demands and other communications made in
connection with this Agreement shall be in writing and shall be deemed to have
been duly given on the date delivered, if delivered personally, by reputable
overnight delivery service that requires a signature on delivery or sent by
facsimile machine with telephonic confirmation of receipt to the Persons
identified below, or three days after mailing in the U.S. Mail if mailed by
certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:


 


	
  If to GGS:

  	
   

  	
  Global
  Geophysical Services, Inc.

  
	
   

  	
   

  	
  3535 Briarpark Drive,
  Suite 200

  
	
   

  	
   

  	
  Houston, Texas 77042

  
	
   

  	
   

  	
   

  
	
  If to Sercel:

  	
   

  	
  Sercel
  Inc.

  
	
   

  	
   

  	
  17200 Park Row

  
	
   

  	
   

  	
  Houston, Texas, 77084

  



 


Such addresses may be changed, from time to time, by means of a notice
given in the manner provided in this clause.


 


12.6.        Resolution of Disputes


 


(a)           Negotiation. The Parties shall attempt in good faith
to resolve any dispute arising out of or relating to this Agreement (a “Dispute”)
promptly by negotiations between executives who have authority to settle the
controversy.   Any Party may give the
other disputing Party written notice of any dispute not resolved in the normal
course of business (“Notice of Dispute”). Within five days after the
effective date of a Notice of Dispute, executives of the disputing Parties
shall agree upon a mutually acceptable time and place to meet and shall meet at
that time and place, and thereafter as often as they reasonably deem necessary,
to exchange relevant information and to attempt to resolve the dispute. The
first of those meetings shall take place within 30 days of delivery of the
disputing Party’s Notice of Dispute. If the matter has not been resolved within
60 days of delivery of the Notice of Dispute, or if the Parties fail to agree
on a time and place for an initial 


 


12

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 
OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”.


 


meeting within five days of that notice, any Party may initiate
arbitration of the controversy or claim as provided hereinafter. If a negotiator
intends to be accompanied at a meeting by an attorney, the other negotiators
shall be given at least three Business Days’ notice of that intention and may
also be accompanied by an attorney. All negotiations pursuant to this clause
12.7. (a) shall be treated as compromise and settlement negotiations for
the purposes of applicable rules of evidence and procedure.


 


(b)           Arbitration. Any Dispute that has not been resolved by
non-binding procedures as provided in clause 12.7. within 60 days of delivery
of the Notice of Dispute, shall be finally resolved by arbitration conducted
expeditiously in accordance with the American Arbitration Association (“AAA”)
International Arbitration Rules for commercial disputes, as in effect on
the date hereof (the “Rules”); provided, that if one Party has
requested the other to participate in a non-binding procedure and the other has
failed to participate, the requesting Party may initiate arbitration before the
expiration of the period. With respect to an arbitral proceeding, the Parties
hereby agree as follows:


 


Any Dispute shall be referred to and determined by binding arbitration,
as the sole and exclusive remedy of the Parties as to the Dispute, conducted in
accordance with the Rules, which are hereby incorporated by reference, except
that in the event of any conflict between those rules and the arbitration
provisions set forth below, the provisions set forth below shall govern and
control. The arbitral tribunal (the “Tribunal”) shall use the
substantive laws of Texas (USA), excluding conflicts of laws and choice of law
principles, in construing and interpreting the terms of this Agreement. The
Tribunal shall be composed of three arbitrators, with GGS appointing one
arbitrator and Sercel appointing one arbitrator, and the two arbitrators so
appointed appointing the third arbitrator who shall act as the presiding
arbitrator of the Tribunal (the “Chairman”). All of the arbitrators
shall be neutral arbitrators. Further, should the two arbitrators fail to
choose a Chairman for any reason, the AAA shall select such Chairman on the
basis used to select arbitrators for Tribunals employed by the AAA. The
language of the arbitration, the submission of all writings, the decision of
the Tribunal, and the reasons supporting such decision shall be in English. The
arbitration shall be held in Houston, Texas, and the proceedings shall be
conducted and concluded as soon as reasonably practicable, based upon the
schedule established by the Tribunal, but in any event the award of the
Tribunal shall be rendered within 180 days following the selection of the
Chairman of the Tribunal. No award shall be made for punitive, special,
exemplary, or consequential damages, including loss of profits or loss of
business opportunity. Any monetary award shall be made in U.S. Dollars, free of
any tax or other deduction, and shall include interest from the date of any
breach or other violation of the Agreement to the date paid in full at a per
annum rate of 10%. The award of the Tribunal pursuant hereto shall be final and
binding upon the Parties, and judgment upon the award rendered by the Tribunal
pursuant hereto may be entered in, and enforced by, any court of competent
jurisdiction.   Each Party shall bear the
expense of the arbitrator specified to be selected by it, and the fees of the
Chairman of the Tribunal and other expenses incurred by the Tribunal shall be
borne as determined by the arbitrators. Each Party shall bear its own expenses,
including expenses of its counsel. Any attorney-client privilege and other
protection against disclosure of privileged or confidential information,
including without limitation, any protection afforded the work-product of any
attorney, that could otherwise be claimed by any Party shall be available to,
and may be claimed by, any such Party in any arbitration proceeding. No Party
waives any attorney-client privilege or any other protection against disclosure
of privileged or confidential information by reason of anything contained in,
or done pursuant to, the arbitration provisions hereof. It is the desire of the
Parties that any Dispute be resolved quickly and at the lowest possible cost,
and the Tribunal shall act in a manner consistent with these intentions,
including limiting discovery to only that necessary to enable the Tribunal to
render a fair decision that reflects the Parties’ intent set forth in this
Agreement.


 


13

















 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL
GEOPHYSICAL SERVICES, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 


12.7.        Governing Law


 


This Agreement shall be governed by and be construed in accordance with
the laws of the State of Texas, USA without regard to any principles of
conflicts of law that, if applied, might require or permit the application of
the laws of a different jurisdiction.


 


12.8.        Amendment


 


This Agreement may be amended, modified and supplemented only by
written agreement of the Parties hereto.


 


12.9.        Counterparts


 


This Agreement may he executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


12.10.      Headings


 


The headings used in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of any provision
of this Agreement.


 


IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement as of the date first above written.


 


	
  GLOBAL GEOPHYSICAL SERVICES,
  INC.

  	
   

  	
  SERCEL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


14