Exhibit
10.8


 


GeoLease
Partners, L.P.


c/o CSFB
Private Equity, Inc


Eleven
Madison Avenue


New York,
New York 10010


 


Geokinetics Inc.


One Riverway, Suite 2100


Houston, Texas 77056


 


November 30, 2005


 


Attention: Mr. Thomas J. Concannon


 


Re:    Payoff
Letter


 


Ladies and Gentlemen:


 


Reference is made to that certain Lease
Agreement dated as of October 1, 1999, as Amended and Restated as of May 2,
2003 (as amended through the date hereof, the “Lease Agreement”) among
GeoLease Partners, L.P. (“Lessor”), Geokinetics Inc. (“Lessee”)
and the subsidiary guarantors listed on the signature pages thereto.  Capitalized terms used herein and not defined
herein shall have the meanings given thereto in the Lease Agreement.


 


The Lessee has advised the Lessor that they
intend to purchase all of the Units at the Fair Market Sales Value and to
prepay all amounts outstanding under the Lease Agreement, terminate its
Obligations under the Lease Agreement and the Other Collateral Agreements, and
obtain the release of the Liens granted to the Lessor on behalf of the Obligors
on the Collateral.


 


1.             Payment
to Lessor.  Lessee has requested to
purchase all of the Units at the Fair Market Sales Value and to prepay all
amounts outstanding under the Lease Agreement on November 30, 2005.  The total amount of unpaid Obligations and all
fees and expenses (other than the fees and expenses of the Lessor’s counsel set
forth below) and other obligations owing under the Lease Agreement, if paid and
received at the Lessor’s Account (as defined herein) prior to 5:00 p.m.
New York City time on November 30, 2005 (the “Payoff Date”), is
US$2,567,558.58 (the “Lease Amount”).  In addition, Lessee shall pay the fees and
expenses of the Lessor’s counsel in the amount of US$15,000 (such amount,
together with the Lease Amount, the “Payoff Amount”).


 


This letter (the “Agreement”) confirms
that upon, and effective as of, the time of payment by wire transfer of
immediately available funds in the amount of the Payoff Amount in the amounts
specified below to the following accounts specified below (together, the “Lessor’s
Accounts”) (the “Payoff Conditions”) (i) all liabilities,
obligations and indebtedness owing by Lessee to the Lessor under the Lease
Agreement shall be released, discharged and satisfied in full, (ii) all of
the Liens and security interests held by the Lessor in any and all of the
property of Lessee pursuant to the Lease Agreement shall be released and
terminated and all rights to any Collateral upon which we had a Lien under the
Lease Agreement or any Other Collateral Agreements shall automatically revert
to Lessee, each without the delivery of any investment or performance of any
act by any party, (iii) the Lease Agreement (and all Obligations
terminated), the Other Collateral Agreements and all related instruments,
agreements and other documents


 





















 


shall be terminated and have no further force or effect, except for
such provisions that expressly survive the Lease Agreement and (iv) Lessee
shall be released and forever discharged by us from any cause of action or
claim, known or unknown, that we may have against Lessee and its successors or
assigns arising out of or in connection with the Lease Agreement or any Other
Collateral Agreements:


 


For payment of $2,567,558.58:


 


Citibank


New York, New York


ABA No.: 021-000-089


Acct No.: 3054-0112


Acct Name: Geolease Partners, L.P.


Reference: Geolease proceeds


Attn: Ruchi Pinniger, Vice President


 


For payments of fees and expenses of Lessor’s
counsel of $15,000:


 


HSBC Bank USA


100 Maiden Lane


New York, New York 10038


ABA No.: 021-001-088


Acct No.: 015-70-965-5


Account Name: Cahill Gordon &
Reindel LLP


 


2.             Further
Assurances. On and after the satisfaction of the Payoff Conditions, the
Lessor shall, at the expense of Lessee (i) execute and deliver such
documents, instruments and agreements, including, without limitation, the
execution and delivery of UCC-3 termination statements, the execution and
delivery of one or more notices to Frost National Bank concerning the
termination of the deposit account Control Agreements pertaining to Lessee and
the subsidiary guarantors and other releases and fixture filing termination
statements and (ii) take such other actions, including, without
limitation, filings and recordings of terminations and releases, as counsel to
Lessee consider necessary to effect or evidence such termination and release or
to effect the purposes of this Agreement, in each case, in form and substance
reasonably satisfactory to Lessee. In addition, following the satisfaction of
the Payoff Conditions, the Lessor authorizes Lessee to file any UCC-3
termination statements and fixture filing termination statements pertaining to
UCC financing statements filed by the Lessor in respect of the Collateral so
long as such termination statements are in form and substance reasonably
satisfactory to the Lessor.


 


3.             Headings.
The headings contained in this Agreement are for reference purposes only and
shall not constitute a part hereof.


 


4.             Governing
Law. This Agreement and the rights and obligations of the parties hereto and
thereto shall be governed by, and construed and interpreted in accordance with
the laws of the State of New York without regard to conflicts of laws
principles.


 


5.             Counterparts.
This Agreement may be executed in one or more counterparts and, if executed in
more than one counterpart, the executed counterparts shall each be deemed to be
an original but all such counterparts shall together constitute one and the
same instrument.


 


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Kindly acknowledge your acceptance of and
agreement to the foregoing by executing a counterpart of this Agreement. This
Agreement may be executed in any number of counterparts, including facsimile
counterparts, but all of such counterparts shall, together, constitute but one
of the same agreement.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CEOLEASE GP, INC.

  
	
   

  	
  as general
  partner of

  
	
   

  	
  GEOLEASE
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas M. Ladden

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas M. Ladden

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


3





















 


	
  Accepted and Agreed:

  
	
   

  
	
  GEOKINETICS INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Thomas J. Concannon

  	
   

  
	
   

  	
  Name:

  	
  Thomas J. Concannon

  
	
   

  	
  Title:

  	
  VP & CFO

  
				



 


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