Exhibit 10.35


 


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 “*****”.


 


CONFIDENTIAL


 


SECOND AMENDMENT 

TO THE AMENDED AND RESTATED COOPERATION AGREEMENT


 


This
SECOND AMENDMENT (“Amendment”) is entered into as of this 5 day of March, 2010  (“Effective
Date”), by and between GLOBAL GEOPHYSICAL SERVICES, INC., having a place
of business in Missouri City Texas, U.S. (hereinafter referred to along with
its Affiliates as “GGS”) and SERCEL, INC., having a place
of business in Houston Texas, U.S. (hereinafter referred to along with its
Affiliates as “Sercel”). GGS and Sercel
are sometimes hereinafter referred to individually as a “Party” and
collectively as the “Parties”.


 


WHEREAS,
this Amendment represents the Second Amendment to the First Amendment (the “First
Amendment”) entered between the Parties, effective as of January 13, 2010,
and that Amended and Restated Cooperation Agreement entered between GGS and
Sercel, effective as of May 1, 2007 (the “Agreement’), which amended that
certain Cooperation Agreement entered between the Parties, effective as of February 5,
2005 (the “Original Agreement”); and


 


WHEREAS,
through the Cooperation Agreement, GGS has demonstrated its commitment and
position as a “Most Favored Customer” of Sercel, having purchased more than *****
of Sercel’s front-end recording systems, more than ***** of Sercel’s vibrator
electronics packages, and more than ***** channels of Sercel’s conventional and
multi-component ground electronics; and


 


WHEREAS,
GGS anticipates a demand in excess of ***** additional channels of recording
equipment in the coming *****; and


 


WHEREAS,
the Parties desire to amend the above mentioned Agreement as hereinafter
provided.


 


NOW,
THEREFORE, for value received, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereto
hereby agree as follows:


 


1.     The First Amendment is hereby
further revised to clarify that the initial 4-year term expiring April 30,
2011 shall be null and void, and Parties agree to extend the term of the
Agreement through December 31, 2013.


 


2.     As of the Effective Date of
this Amendment, new discount rates are offered by Sercel to GGS; ARTICLE 3 - VOLUME
PURCHASE AGREEMENT OF LAND AND TRANSITION ZONE EQUIPMENT is revised as
follows:


 


EXCEPTION: All other sections not mentioned below (e.g.
3.5, 3.6, 3.7, and 3.8) shall
stay the same.


 


“3.1         Sercel 408 and 428
Acquisition Systems Discount Rates


 


Sercel
will provide GGS a discount of ***** percent (*****) from the 408UL Ground
Equipment list price, which includes links of FDU’s LAUL’s and LAUX’s. Sercel
will provide GGS a discount of ***** percent (*****) from the 408ULS Ground
Equipment list price, which includes FDU2S’s, LAULS’s, and LAUXS’s.


 


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


 


Sercel
will provide GGS a discount of ***** percent (*****) on software licenses for
the 408 front ends. Sercel will provide GGS a discount of ***** percent (*****)
on software licenses for the 428XL front ends. Additionally, Sercel agrees to
limit the software charges to GGS to ***** licenses per CMXL.


 


1

















 


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 “*****”.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
the DSU3 428XL Links.


 


3.2           Intentionally
deleted


 


3.3           Sercel 408 or
428 Board and Spare Parts Discount Rates


 


GGS
may request to purchase the certain electronic board assemblies and/or
individual spare parts for the 408 or 428 Sercel technology (ies). Sercel
agrees to negotiate with GGS at the time of purchase as a “most favored
customer”. *****. GGS 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 and/or individual spare parts to GGS, but the
products built with the Sercel technology are for the specific use by GGS on
GGS crews. 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.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
all board sets and individual spare boards.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
408 FDU LID ASSEMBLIES.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
FDU-428 LID ASSEMBLIES.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
FDU-428 PRE- ASSEMBLIES.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
DSU3-428 PRE-ASSEMBLIES.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
FM4 CONNECTORS.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
408 FDU-1 CONNECTOR W/1M WIRE TO BE USED AS A SPLICE.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
BULK WPSR CABLE / METER.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
BULK WPSRLR CABLE / METER.


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
BULK STPL CABLE / METER.


 


3.4.          VE464 Vibrator
Electronics Discount Rates


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
VE464 Vibrator Electronics. Discounts apply to DSD and DPG modules.


 


3.9           Unite Systems


 


Sercel
will provide GGS a discount of ***** percent (*****) from the list price for
all Unite ground equipment, which includes RAU, CANII, RAU Field Terminal and
WDI (Wireless Data Interface). Sercel will provide GGS a discount of *****
percent (*****) from the list price for Unite peripherals which include 8-way
Dongle, Battery Cable and PFT (Portable Field Terminal).


 


3.10         Minimum
Purchase Commitments


 


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 “*****”.


 


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
following Periods (“Periods”):


 


	
  Period

  	
   

  	
  Minimum Volume Commitment

  (Units)

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  Total

  	
   

  	
  *****

  	
   

  



 


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 *****. Each DSU1-428 will be
considered to be one unit. Each DSU3-428 will be considered to be *****. The
DSU’s purchased from any Sercel entity will apply to this commitment. 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 *****; 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 Period may be carried
forward to subsequent Periods. 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.


 


3.     Sections
4.4 and 4.5 of ARTICLE 4 — TERMS
AND CONDITIONS OF SALE of this Agreement are hereby revised as
follows:


 


4.4          Delivery Place


 


Sercel
will deliver products to GGS from any or all of the Sercel facilities. All
deliveries are EX-WORKS (INCOTERMS 2000) a Sercel facility unless negotiated
with Sercel in advance.


 


4.5          Prices


 


Sercel
reserves the right to increase prices on an annual basis. The price shall not
increase more than ***** percent (*****) per Year. Sercel shall inform GGS in
writing of all price changes ninety (90) days in advance of such price
increases.


 


4.     Section 6.1
of ARTICLE 6 — RELATED SERVICES of the
Agreement is hereby revised as follows:


 


6.1          Support Services


 


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, four (4) training reservations in the
regularly scheduled 428 course for each 428XL front-end that GGS purchases from
Sercel. 428XL front-end will include a Server, Client Computer, LCI (Line
Control Interface) and Software license. 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 428XL
front-end that GGS purchases from Sercel


 


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 “*****”.


 


as
of the Effective Date of the Amendment. Beyond these cumulative days, Sercel
may provide additional assistance at the rate of US$1295 per day. In all cases,
GGS will bear travel, meal and lodging expenses of Sercel technicians.


 


5.     Section 12.5 of ARTICLE 12 -
MISCELLANEOUS shall read that GGS’ current address for Notices
is: 13927 S. Gessner Road, Missouri City, Texas 77489.


 


6.     Three new sections (Sections
12.11, 12.12 and 12.13) are added to ARTICLE 12 —
MISCELLANEOUS, as detailed below:


 


12.11       Sercel shall provide GGS
with all approved documents for limited repair procedures, and the like
necessary to facilitate the repair of 408 or 428 family of products including
FDU’s, DSU’s, LAUL’s, LAUX’s and TREP devices.


 


12.12       Sercel will allow five (5) employees
of HMS, a GGS Affiliate, to follow Sercel’s land repair standard training at no
cost to GGS. Upon the training, GGS will be entitled to have HMS performing
repair services on its own land equipment but at GGS risks and expenses.


 


12.13       Sercel agrees to repair or
replace/exchange, at Sercel’s option, all defective warranted equipment, as
stated in the “TERMS OF SALES” and “SERCEL, INC. GENERAL TERMS AND CONDITIONS
OF SALE” provided to GGS.


 


All
capitalized terms used herein without definition shall have the meaning
assigned in the Agreement.


 


It
is understood and agreed by the Parties that all terms and conditions of the
Agreement, as amended, remain in full force and effect unless specifically
modified, altered, or changed herein.


 


IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed
in duplicate originals by their duly authorized representatives on the dates
indicated below.


 


 


	
  Global
  Geophysical Services, Inc.

  	
   

  	
  Sercel,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Richard A. Degner

  	
   

  	
  By:

  	
  /s/
  Mark Farine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Richard
  A. Degner

  	
   

  	
  Name:

  	
  Mark
  Farine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President
  & CEO

  	
   

  	
  Title:

  	
  Vice
  President of Sales

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  03/05/2010

  	
   

  	
  Date:

  	
  03/05/10

  



 


4