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Exhibit 10.16    
    


 
 

PROMISSORY NOTE    
    



	$300,000.00	 	May 18, 2006





FOR
VALUE RECEIVED, 


Global
Geophysical Services, Ltd., a Cayman Islands corporation 


with
offices at:

Appleby Corporate Services Cayman Limited

PO Box 1350 GT Clifton House

75 Fort Street

George Town, Grand Cayman 


(the
"Borrower"), hereby promises to pay to the order of: 


Global
Geophysical Services, Inc., a Delaware corporation 


with
offices at:

3535 Briarpark Drive, Suite 200

Houston, Texas 77042 


(together
with his successors and assigns and any subsequent holders of this Promissory Note, the "Lender"), as hereinafter provided, the principal sum
of: THREE HUNDRED THOUSAND NO/100 DOLLARS ($300,000.00) advanced by Lender from time to time hereunder to or for the benefit or account of Borrower, together with interest thereon at the Note Rate (as
hereinafter defined), and otherwise in strict accordance with the terms and provisions hereof. 


The
Borrower and Lender agree that this Note shall evidence the obligation to repay the indebtedness owed hereunder, and that the Borrower's obligations and the Lender's rights and remedies shall not
be impaired or diminished other than as expressly modified to be as set forth in this Note. 


 
 

ARTICLE I—DEFINITIONS    
    


        1.1   Definitions Capitalized terms used but not defined are used as defined in the Term Loan Agreement. As used in this
Promissory Note, the following terms shall have the following meanings: 


        Charges:    as defined under Section 4.3 (c) hereof. 


        Debtor Relief Laws:    Title 11 of the United States Code, as now or hereafter in effect, or any other applicable state or
federal law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of
debts, fraudulent conveyance or transfers, usury or similar laws affecting the rights of creditors or debtors. 


        Default Interest Rate:    the rate set forth in the Term Loan Agreement. 


        Event of Default:    any event or occurrence described under Section 3.1
hereof, or as a Default under the Term Loan Agreement. 


        Maximum Lawful Rate:    as defined under Section 4.3(c) hereof. 



        Note:    this Promissory Note. 


        Note Rate:    the rate of interest charged under the Term Loan Agreement, calculated in the same manner as the Term Loan
Agreement. 







 



        Payment Date:    the last Business Day of each and every calendar month during the term of this Note, commencing the last
Business Day of September. 


        Related Indebtedness:    as defined in Section 4.3(c) hereof. 


        Term Loan Agreement:    means the Term Loan Agreement, dated as of May 18, 2006, among Lender, the several banks and
other financial institutions or entities from time to time parties to such Term Loan Agreement, and Guggenheim Corporate Funding, LLC, as Administrative Agent for such Lenders. 


        Any
capitalized terms used in this Note and not otherwise defined herein shall have the meaning ascribed to them in the Term Loan Agreement. All terms used herein, whether or not defined
in Section 1.1 hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular
in nature, as the context may suggest or require. 


 
 

ARTICLE II—PAYMENT TERMS    
    


        2.1   Payment of Principal and Interest. 


        (a)   From
the date of this Note through May 18, 2009, accrued interest only shall be due and payable in the same manner and at the same times as when due under the
Term Loan Agreement. 


        (b)   The
outstanding principal balance hereof and any and all accrued but unpaid interest hereon and any other amount due hereunder shall be finally due and payable in full
on the Maturity Date or upon the earlier maturity hereof, whether by acceleration or otherwise. No principal amount repaid may be reborrowed. 



        2.2   Application. Except as expressly provided herein to the contrary, all payments on this Note shall be applied in the
following order of priority: (i) the payment or reimbursement of any expenses, costs or obligations (other than the outstanding principal balance hereof and interest hereon) for which either
Borrower shall be obligated or Lender shall be entitled pursuant to the provisions of this Note or the other Loan Documents, (ii) the payment of accrued but unpaid interest hereon,
(iii) the payment of all or any portion of the principal balance hereof then outstanding hereunder, in the direct order of maturity. If an Event of Default exists under this Note or under any
of the other Loan Documents, then Lender may, at the sole option of Lender, apply any such payments, at any time and from time to time, to any of the items specified in clauses (i), (ii) or
(iii) above without regard to the order of priority otherwise specified in this Section 2.2 and any application to the outstanding
principal balance hereof may be made in either direct or inverse order of maturity. 


        2.3   Payments. All payments under this Note made to Lender shall be made in immediately available funds at the address set
forth in the first paragraph of this Note (or at such other place as Lender, in Lender's sole discretion, may have established by delivery of written notice thereof to Borrower from time to time),
without offset, in lawful money of the Untied States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private. Payments by check or draft
shall not constitute payment in immediately available funds until the required amount is actually received by Lender in full. Payments in immediately available funds received by Lender in the place
designated for payment on a Business Day prior to 3 p.m. Houston, Texas time at said place of payment shall be credited prior to the close of business on the Business Day received, while
payments received by Lender on a day other than a Business Day or after 3 p.m. Houston, Texas time on a Business Day shall not be credited until the next succeeding Business Day. If any payment
of principal or interest on this Note shall become due and payable on a day other than a Business Day, such payment shall be made on the next succeeding Business Day. Any such extension of time for
payment shall be included in computing interest which has accrued and shall be payable in connection with such payment. 


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        2.4   Computation Period. Interest on the indebtedness evidenced by this Note shall be computed on the basis of a three hundred
sixty (360) day year and each month shall be assumed to have 30 days each for the purposes of this calculation. In computing the number of days during which interest accrues, the day on
which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to
the close of business on the Business Day received as provided in Section 2.3 hereof. 


        2.6   Unconditional Payment. Borrower must pay all principal, interest and any and all other amounts which become payable under
this Note or under any of the other Loan Documents absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim
or setoff whatsoever. If at any time any payment received by Lender hereunder shall be deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any
Debtor Relief Law, then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not be discharged or satisfied with any
prior payment thereof or cancellation of this Note, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be
immediately due and payable upon demand. 


        2.7   Partial or Incomplete Payments. Remittances in payment of any part of this Note other than immediately available funds at
the place where this Note is payable shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in full in accordance
herewith and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by
Lender of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, and the failure to pay the entire amount then due shall be and continue to be an
Event of Default in the payment of this Note. 


        2.8   Late Charge: Default Interest Rate. For so long as any Event of Default exists under this Note or under any of the other
Loan Documents, regardless of whether or not there has been an acceleration of the indebtedness evidenced by this Note, and at all times after the maturity of the indebtedness evidenced by this Note
(whether by acceleration or otherwise), and in addition to all other rights and remedies of Lender hereunder, interest shall accrue on the outstanding principal balance hereof at the Default Interest
Rate, and such accrued interest shall be immediately due and payable. Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from
any late payment or Event of Default, and such accrued interest are reasonable estimates of those damages and do not constitute a penalty. 


 
 

ARTICLE III—EVENT OF DEFAULT AND REMEDIES    
    


        3.1   Event of Default. The occurrence or happening, at any time and from time to time, of any one or more of the following
shall immediately constitute an "Event of Default" under this Note: 


        (a)   Borrower
shall fail, refuse or neglect to pay and satisfy, in full and in the applicable method and manner required, any required payment of principal or interest or any
other portion of the indebtedness evidenced by this Note as and when the same shall become due and payable, whether at the stipulated due date thereof, at a date fixed for payment, or at maturity, by
acceleration or otherwise within two Business Days after notice from the Lender; 


        (b)   The
occurrence of any other default, breach or event of default under this Note other than those described under  Section 3.1(a) above within 20 Business Days after notice from the Lender; 


        (c)   The
occurrence of any default, breach or event of default under any of the other Loan Documents within 20 Business Days after notice from the Lender; or 


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        (d)   Borrower
(i) shall execute an assignment for the benefit of creditors or an admission in writing by Borrower of Borrower's inability to pay, or Borrower's failure
to pay, debts generally as the debts become due; (ii) shall allow the levy against the Collateral or any part thereof, of any execution, attachment, sequestration or other writ which is not
vacated within thirty (30) days after the levy; (iii) shall allow the appointment of a receiver, trustee or custodian of Borrower or of the Collateral or any part thereof, which
receiver, trustee or custodian is not discharged within sixty (60) days after the appointment; (iv) files as a debtor a petition, case, proceeding or other action pursuant to, or
voluntarily seeks the benefit or benefits of, any Debtor Relief Law, or takes any action in furtherance thereof; (v) files either a petition, complaint, answer or other instrument which seeks
to effect a suspension of, or which has the effect of suspending any of, the rights or powers of Lender granted in this Note or in any of the other Loan Documents; or (vi) allows the filing of
a petition, case, proceeding or other action against Borrower as a debtor under any Debtor Relief Law or seeks appointment of a receiver, trustee, custodian or liquidator of Borrower or of the
Collateral, or any part thereof, or of any significant portion of Borrower's other property and (a) Borrower admits, acquiesces in or fails to contest diligently the material allegations
thereof, (b) the petition, case, proceeding or other action results in the entry of an order for relief or order granting the relief sought against Borrower, or (c) the petition, case,
proceeding or other action is not permanently dismissed or discharged on or before the earlier of trial thereon or sixty (60) days next following the date of filing. 


        3.2   Remedies. Upon the occurrence of an Event of Default, Lender shall have the immediate right, at the sole discretion of
Lender and without notice, demand, presentment, notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of acceleration, or any other notice or any
other action (ALL OF WHICH BORROWER HEREBY EXPRESSLY WAIVES AND RELINQUISHES) (i) to declare the entire unpaid balance of the indebtedness
evidenced by this Note (including, without limitation, the outstanding principal balance hereof, including all sums advanced or accrued hereunder or under any other Loan Document, and all accrued but
unpaid interest thereon) at once immediately due and payable (and upon such declaration, the same shall be at once immediately due and payable) and may be collected forthwith, whether or not there has
been a prior demand for payment and regardless of the stipulated date of maturity, (ii) to foreclose any liens and security interests securing payment hereof or thereof (including, without
limitation, any liens and security interests covering any portion of the Collateral), and (iii) to exercise any of Lender's other rights, powers, recourses and remedies under this Note, under
any other Loan Document, or at law or in equity, and the same (w) shall be cumulative and concurrent, (x) may be pursued separately, singly, successively, or concurrently against
Borrower or others obligated for the repayment of this Note or any part hereof, or against any one or more of them, or against the Collateral, at the sole discretion of Lender, (y) may be
exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise, discontinuance of the exercise of or failure to exercise any of the same shall in no event be
construed as a waiver or release thereof or of any other right, remedy, or recourse, and (z) are intended to be, and shall be, nonexclusive. All rights and remedies of Lender hereunder and
under the other Loan Documents shall extend to any period after the initiation of foreclosure proceedings, judicial or otherwise, with respect to the Collateral or any portion thereof. Without
limiting the provisions of Section 4.19 hereof, if this Note, or any part hereof, is collected by or through an attorney-at-law, Borrower agrees to pay all costs and
expenses of collection, including, but not limited to, Lender's attorneys' fees, whether or not any legal action shall be instituted to enforce this Note. 


 
 

ARTICLE IV—GENERAL PROVISIONS    
    



        4.1   No Waiver; Amendment. No failure to accelerate the indebtedness evidenced by this Note by reason of an Event of Default
hereunder, acceptance of a partial or past due payment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness
evidenced by this Note or as a waiver of such right of acceleration or of the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the 


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exercise
of such right of acceleration or any other right granted under this Note, under any of the other Loan Documents or by any applicable laws. Borrower hereby expressly waives and relinquishes
the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing. The failure to
exercise any remedy available to Lender shall not be deemed to be a waiver of any rights or remedies of Lender under this Note or under any of the other Loan Documents, or at law or in equity. No
extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release,
discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part, unless Lender specifically, unequivocally and expressly agrees otherwise in writing.
This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, or modification is sought. 


        4.2   WAIVERS. EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS TO THE CONTRARY, BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE
AND RELINQUISH PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF NONPAYMENT OR NONPERFORMANCE, PROTEST, NOTICE OF PROTEST, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION OR ANY OTHER NOTICES OR ANY
OTHER ACTION. BORROWER AND ANY ENDORSERS OR GUARANTORS HEREOF SEVERALLY WAIVE AND RELINQUISH, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO THE BENEFITS OF ANY MORATORIUM, REINSTATEMENT,
MARSHALING, FORBEARANCE, VALUATION, STAY, EXTENSION, REDEMPTION, APPRAISEMENT, EXEMPTION AND HOMESTEAD NOW OR HEREAFTER PROVIDED BY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA AND OF
EACH STATE THEREOF, BOTH AS TO ITSELF AND IN AND TO ALL OF ITS PROPERTY, REAL AND PERSONAL, AGAINST THE ENFORCEMENT AND COLLECTION OF THE OBLIGATIONS EVIDENCED BY THIS NOTE OR BY THE OTHER LOAN
DOCUMENTS.


        4.3   Interest Provisions. 



        (a)   Savings Clause. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply
strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the indebtedness evidenced by this Note and the Related Indebtedness (or applicable United States
federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially
interpreted so as to render usurious any amount (i) contracted for, charged, taken, reserved or received pursuant to this Note, any of the other Loan Documents or any other communication or
writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged, taken, reserved or received
by reason of Lender's exercise of the option to accelerate the maturity of this Note and/or the Related Indebtedness, or (iii) Borrower will have paid or Lender will have received by reason of
any voluntary prepayment by Borrower of this Note and/or the Related Indebtedness, then it is Borrower's and Lender's express intent that all amounts charged in excess of the Maximum Lawful Rate shall
be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lender shall be credited on the principal balance of this Note and/or the Related
Indebtedness (or, if this Note and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents shall
immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable
law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if this Note has been paid in full before the end of the stated term of
this Note, then Borrower 



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and
Lender agree that Lender shall, with reasonable promptness after Lender discovers or is advised by Borrower that interest was received in an amount in excess of the Maximum Lawful Rate, either
refund such excess interest to Borrower and/or credit such excess interest against this Note and/or any Related Indebtedness then owing by Borrower to Lender. Borrower hereby agrees that as a
condition precedent to any claim seeking usury penalties against Lender, Borrower will provide written notice to Lender, advising Lender in reasonable detail of the nature and amount of the violation,
and Lender shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such
excess interest against this Note and/or the Related Indebtedness then owing by Borrower to Lender. All sums contracted for, charged, taken, reserved or received by Lender for the use, forbearance or
detention of any debt evidenced by this Note and/or the Related Indebtedness shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated
term of this Note and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of this Note and/or the
Related Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and applicable to this Note and/or the Related Indebtedness for so long as debt is outstanding. In no event
shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to this Note and/or any of the Related
Indebtedness. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not
accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. 


        (b)   Definitions. 



        (i)    As
used hereunder, the term "Maximum Lawful Rate" shall mean the maximum lawful rate of interest which may be contracted
for, charged, taken, received or reserved by Lender in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that such law permits Lender to
contract for, charge, take, receive or reserve a greater amount of interest than under Texas law), taking into account all Charges made in connection with the transaction evidenced by this Note and
the other Loan Documents. 


        (ii)   As
used hereunder, the term "Charges" shall mean all fees, charges and/or any other things of value, if any, contracted
for, charged, taken, received or reserved by Lender in connection with the transactions relating to this Note and the other Loan Documents, which are treated as interest under applicable law. 


        (iii)  As
used hereunder, the term "Related Indebtedness" shall mean any and all indebtedness paid or payable by Borrower to
Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan
Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note. 





        4.4   Use of Funds. Borrower hereby warrants, represents and covenants that (i) the loan evidenced by this Note is made
to Borrower solely for the purpose of acquiring or carrying on a business or commercial enterprise, (ii) all proceeds of this Note shall be used only for business and commercial purposes, and
(iii) no funds disbursed hereunder shall be used for personal, family, agricultural or household purposes. 



        4.5   Further Assurances and Corrections. From time to time, at the request of Lender, Borrower will (i) promptly
correct any defect, error or omission which may be discovered in the contents of this Note or in any other Loan Document or in the execution or acknowledgment thereof; (ii) execute,
acknowledge, deliver, record and/or file (or cause to be executed, acknowledged, delivered, recorded 


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and/or
filed) such further documents and instruments (including, without limitation, further deeds of trust, security agreements, financing statements, continuation statements and assignments of
rents) and perform such further acts and provide such further assurances as may be necessary, desirable, or proper, in Lender's opinion, (A) to carry out more effectively the purposes of this
Note and the Loan Documents and the transactions contemplated hereunder and thereunder, (B) to confirm the rights created under this Note and the other Loan Documents, (C) to protect and
further the validity, priority and enforceability of this Note and the other Loan Documents and the liens and security interests created thereby, and (D) to subject to the Loan Documents any
property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents; and (iii) pay all costs in connection with any of the foregoing. 



        4.6   WAIVER OF JURY TRIAL. BORROWER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY,
IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS,
OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. 



        4.7   Governing Law; Submission to Jurisdiction. This Note is executed and delivered as an incident to a lending transaction
negotiated and consummated in Montgomery County, Texas, and shall be governed by and construed in accordance with the laws of the State of New York. Borrower, for itself and its successors and
assigns, hereby irrevocably (i) submits to the nonexclusive jurisdiction of the state and federal courts in New York, (ii) waives, to the fullest extent permitted by law, any objection
that it may now or in the future have to the laying of venue of any litigation arising out of or in connection with this Note or any Loan Document brought in the District Court of Galveston County,
Texas, or in the United States District Court sitting in Galveston County, Texas, (iii) waives any objection it may now or hereafter have as to the venue of any such action or proceeding
brought in such court or that such court is an inconvenient forum, and (iv) agrees that any legal proceeding against any party to any of the Loan Documents arising out of or in connection with
any of the Loan Documents may be brought in one of the foregoing courts. Borrower hereby agrees that service of process upon Borrower may be made by certified or registered mail, return receipt
requested, at its address specified herein. Nothing herein shall affect the right of Lender to serve process in any other manner permitted by law or shall limit the right of Lender to bring any action
or proceeding against Borrower or with respect to any of Borrower's property in courts in other jurisdictions. The scope of each of the foregoing waivers is intended to be all encompassing of any and
all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims. Borrower acknowledges that these waivers are a material inducement to Lender's agreement to enter into the agreements and obligations evidenced by the Loan Documents,
that Lender has already relied on these waivers and will continue to rely on each of these waivers in related future dealings. The waivers in this Section 4.7 are irrevocable, meaning that they
may not be modified either orally or in writing, and these waivers apply to any future renewals, extensions, amendments, modifications, or replacements in respect of any and all of the applicable Loan
Documents. In connection with any litigation, this Note may be filed as a written consent to a trial by the court. 



        4.8   Counting of Days. If any time period referenced hereunder ends on a day other than a Business Day, such time period shall
be deemed to end on the next succeeding Business Day. 


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        4.9   Relationship of the Parties. Notwithstanding any prior business or personal relationship between Borrower and Lender, or
any officer, director or employee of Lender, that may exist or have existed, the relationship between Borrower and Lender is solely that of debtor and creditor, Lender has no fiduciary or other
special relationship with Borrower, Borrower and Lender are not partners or joint venturers, and no term or condition of any of the Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtor and creditor. 


        4.10 Lender's Discretion. Whenever pursuant to this Note, Lender exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall be
(except as is otherwise specifically and expressly provided herein to the contrary) in the sole discretion of Lender and shall be final and conclusive. 


        4.11 Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of Borrower and
Lender and their respective heirs, executors, legal representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of
law or otherwise, and all other persons claiming by, through or under them. The terms "Borrower" and "Lender" as used hereunder shall be deemed to include their respective heirs, executors, legal
representatives, successors, successors-in-title and assigns, whether by voluntary action of the parties, by operation of law or otherwise, and all other persons claiming by,
through or under them. 


        4.12 Joint and Several Liability. If Borrower consists of more than one person or entity, each shall be jointly and severally
liable to perform the obligations of Borrower under this Note. 


        4.13 Time is of the Essence. Time is of the essence with respect to all provisions of this Note and the other Loan Documents. 



        4.14 Headings. The Article, Section, and Subsection entitlements hereof are inserted for convenience of reference only and
shall in no way alter, modify, define, limit, amplify or be used in construing the text, scope or intent of such Articles, Sections, or Subsections or any provisions hereof. 


        4.15 Controlling Agreement. In the event of any conflict between the provisions of this Note and any of the other Loan
Documents, it is the intent of the parties hereto that the provisions of this Note shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the
negotiation, drafting and execution of this Note and the other Loan Documents and that this Note and the other Loan Documents shall not be subject to the principle of construing their meaning against
the party which drafted same. 


        4.16 Notices. All notices or other communications required or permitted to be given pursuant to this Note shall be in writing
and shall be considered as properly given if (i) mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (ii) by delivering same
in person to the intended addressee, (iii) by delivery to a reputable independent third party commercial delivery service for same day or next day delivery and providing for evidence of receipt
at the office of the intended addressee, or (iv) by prepaid telegram, telex, telecopier or telefacsimile transmission to the addressee. Notice so mailed shall be effective upon its deposit with
the United States Postal Service or any successor thereto; notice sent by such a commercial delivery service shall be effective upon delivery to such commercial delivery service; notice given by
personal delivery shall be effective only if and when received by the addressee; and notice given by other means shall be effective only if and when received at the office or designated place or
machine of the intended addressee. For purposes of notice, the addresses of the parties shall be as set forth herein; provided, however, that either party shall have the right to change its address
for notice hereunder to any other location within the continental United States by the giving of thirty (30) days' prior notice to the other party in the manner set forth herein. 


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        4.17 Severability. If any provision of this Note or the application thereof to any person or circumstance shall, for any
reason and to any extent, be invalid or unenforceable, then neither the remainder of this Note nor the application of such provision to other persons or circumstances nor the other instruments
referred to herein shall be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law. 


        4.18 Right of Setoff. In addition to all liens upon and rights of setoff against the money, securities, or other property of
Borrower given to Lender that may exist under applicable law, Lender shall have and Borrower hereby grants to Lender a lien upon and a right of setoff against all money, securities, and other property
of Borrower, now or hereafter in possession of or on deposit with Lender, whether held in a general or special account or deposit, for safe-keeping or otherwise, and every such lien and
right of setoff may be exercised without demand upon or notice to Borrower. No lien or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender, or by any
neglect to exercise such right of setoff or to enforce such lien, or by any delay in so doing, and every right of setoff and lien shall continue in full force and effect until such right of setoff or
lien is specifically waived or released by an instrument in writing executed by Lender. 


        4.19 Costs of Collection. If any holder of this Note retains an attorney-at-law in connection with
any Event of Default or at maturity or to collect, enforce, or defend this Note or any part hereof, or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy or other
proceeding, or if Borrower sues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in addition to the principal
balance hereof and all interest hereon, all costs and expenses of collection or incurred by such holder or in any such suit or proceeding, including, but not limited to, reasonable attorneys' fees. 


        4.20 Gender. All personal pronouns used herein, whether used in the masculine, feminine or neuter gender, shall include all
other genders; the singular shall include the plural and vice versa. 


        4.21 Statement of Unpaid Balance. At any time and from time to time, Borrower will furnish promptly, upon the request of
Lender, a written statement or affidavit, in form satisfactory to Lender, stating the unpaid balance of the indebtedness evidenced by this Note and the Related Indebtedness and that there are no
offsets or defenses against full payment of the indebtedness evidenced by this Note and the Related Indebtedness and the terms hereof, or if there are any such offsets or defenses, specifying them. 


        4.22 ENTIRE AGREEMENT. THIS NOTE AND THE OTHER LOAN DOCUMENTS CONTAIN THE FINAL, ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATIVE HERETO AND THERETO WHICH ARE NOT CONTAINED HEREIN OR THEREIN ARE SUPERSEDED AND TERMINATED
HEREBY, AND THIS NOTE AND THE OTHER LOAN DOCUMENTS MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES 


        HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. 


        IN
WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note as of the day and year first written above. 


[SEE
ATTACHED SIGNATURE PAGE] 


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	 	 	BORROWER:
	

 	
 	
GLOBAL GEOPHYSICAL SERVICES, LTD., a Cayman Islands corporation
	

 	
 	

By:	

  

	 	 	 	Name:	 	  

	 	 	 	Title:	 	  





[Signature
Page to Promissory Note] 


10







 
 
 

ALLONGE TO NOTE    
    


May 18,
2006 


        Allonge
to the Promissory Note dated effective May 18, 2006, made by GLOBAL GEOPHYSICAL SERVICES, LTD., a Cayman Islands
corporation, in the original principal amount of $300,000, payable to the order of GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation.
Such Promissory Note is hereby transferred pursuant to the following endorsement with the same force and effect as if such endorsement were set forth at the end or on the reverse of such Promissory
Note. 


        Pay
to the order of GUGGENHEIM CORPORATE FUNDING, LLC, as Adminstrtaive Agent, or its nominee or
assigns.



	 	 	GLOBAL GEOPHYSICAL SERVICES, LTD.
	

 	
 	

By:	

  

	 	 	 	Name:	 	  

	 	 	 	Title:	 	  





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Exhibit 10.16


PROMISSORY NOTE

ARTICLE I—DEFINITIONS

ARTICLE II—PAYMENT TERMS

ARTICLE III—EVENT OF DEFAULT AND REMEDIES

ARTICLE IV—GENERAL PROVISIONS

ALLONGE TO NOTE