CREDIT AGREEMENTCredit Agreement • February 16th, 2010 • Geokinetics Inc • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 12, 2010, among GEOKINETICS HOLDINGS USA, INC., a Delaware corporation (the “Company” or the “Borrower”), ROYAL BANK OF CANADA (“Royal Bank”), as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2010 • Geokinetics Inc • Crude petroleum & natural gas
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated February 12, 2010, is among Geokinetics Inc., a Delaware corporation (including its successors, the “Company”), Avista Capital Partners, L.P., a Delaware limited partnership, Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (together with Avista Capital Partners, L.P., the “Avista Holders”), Levant America S.A., a Liberian corporation (“Levant”), and Petroleum Geo-Services ASA, a Norwegian corporation (“PGS,” and collectively with the Avista Holders and Levant, the “Security Holders”). This Agreement supersedes the Amended and Restated Registration Rights Agreement dated as of July 28, 2008 among the Company, the Avista Holders and Levant (the “Prior Registration Rights Agreement”).
GEOKINETICS HOLDINGS USA, INC., GEOKINETICS INC., THE SUBSIDIARY GUARANTORS NAMED HEREIN andSupplemental Indenture • February 16th, 2010 • Geokinetics Inc • Crude petroleum & natural gas • New York
SUPPLEMENTAL INDENTURE NO. 1, dated as of February 12, 2010, among Geokinetics Holdings USA, Inc., a Delaware Corporation (the “Company”), Geokinetics Inc. (the “Parent”), the subsidiaries of the Parent named on the signature pages hereto (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
Dated as of February 12, 2010 From GEOKINETICS, INC., THE OTHER GUARANTORS REFERRED TO HEREIN AND THE ADDITIONAL GUARANTORS REFERRED TO HEREIN, as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINGuaranty • February 16th, 2010 • Geokinetics Inc • Crude petroleum & natural gas • New York
GUARANTY dated as of February 12, 2010 made by GEOKINETICS INC., a Delaware corporation (the “Parent”), the other Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (the Parent, such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
