TO LATHAM & WATKINS, LLP, ATTENTION: MICHAEL CHAMBERS (FAX:
713-546-5401), AND WITH A COPY, IN THE CASE OF ANY NOTICE PURSUANT TO
SECTION 8(C), TO THE DIRECTOR OF LITIGATION, OFFICE OF THE GENERAL COUNSEL,
BARCLAYS CAPITAL INC., 745 SEVENTH AVENUE, NEW YORK, NEW YORK 10019;
(B)
IF TO THE COMPANY OR ANY GUARANTOR, SHALL BE DELIVERED OR SENT BY
MAIL, TELEX, OVERNIGHT COURIER OR FACSIMILE TRANSMISSION TO GLOBAL GEOPHYSICAL
SERVICES, INC., 13927 SOUTH GESSNER ROAD, MISSOURI CITY, TEXAS 77489, ATTENTION:
GENERAL COUNSEL (FAX: 713-972-1008), WITH A COPY TO HAYNES AND BOONE, LLP, 1221
MCKINNEY STREET, SUITE 2100, HOUSTON, TEXAS 77010, ATTENTION: BRYCE D.
LINSENMAYER (FAX: 713-236-5540);
provided, however, that any notice to an Initial Purchaser pursuant to
Section 8(c) shall be delivered or sent by hand delivery, mail, telex or
facsimile transmission to such Initial Purchaser at its address set forth in its
acceptance telex to Barclays Capital Inc., which address will be supplied to any
other party hereto by Barclays Capital Inc. upon request. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement given or made on behalf of the Initial Purchasers
by Barclays Capital Inc.
13.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT. THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE INITIAL PURCHASERS, THE COMPANY,
THE GUARANTORS AND THEIR RESPECTIVE SUCCESSORS. THIS AGREEMENT AND THE TERMS AND
PROVISIONS HEREOF ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS, EXCEPT THAT
THE REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS OF THE COMPANY AND
THE GUARANTORS CONTAINED IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE FOR THE
BENEFIT OF DIRECTORS, OFFICERS AND EMPLOYEES OF THE INITIAL PURCHASERS AND EACH
PERSON OR PERSONS, IF ANY, CONTROLLING ANY INITIAL PURCHASER WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT. NOTHING IN THIS AGREEMENT IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE PERSONS REFERRED TO IN
THIS SECTION 13, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
14.
SURVIVAL. THE RESPECTIVE INDEMNITIES, RIGHTS OF CONTRIBUTION,
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY, THE GUARANTORS AND
THE INITIAL PURCHASERS CONTAINED IN THIS AGREEMENT OR MADE BY OR ON BEHALF OF
THEM, RESPECTIVELY, PURSUANT TO THIS AGREEMENT, SHALL SURVIVE THE DELIVERY OF
AND PAYMENT FOR THE NOTES AND SHALL REMAIN IN FULL FORCE AND EFFECT, REGARDLESS
OF ANY TERMINATION OF THIS AGREEMENT OR ANY INVESTIGATION MADE BY OR ON BEHALF
OF ANY OF THEM OR ANY PERSON CONTROLLING ANY OF THEM.
15.
DEFINITION OF THE TERMS "BUSINESS DAY", "AFFILIATE", AND
"SUBSIDIARY". FOR PURPOSES OF THIS AGREEMENT, (A) "BUSINESS DAY" MEANS ANY DAY
ON WHICH THE NEW YORK STOCK
EXCHANGE, INC. IS OPEN FOR TRADING, AND (B) "AFFILIATE" AND "SUBSIDIARY" HAVE
THE MEANINGS SET FORTH IN RULE 405 UNDER THE SECURITIES ACT.
16.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY