GLOBAL GEOPHYSICAL SERVICES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10½% SENIOR NOTES DUE 2017Indenture • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
INDENTURE dated as of April 27, 2010 among Global Geophysical Services, Inc., a Delaware corporation, the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., as trustee.
REGISTRATION RIGHTS AGREEMENT Dated as of April 27, 2010 by and amongRegistration Rights Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 22, 2010 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 27, 2010, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
GLOBAL GEOPHYSICAL SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
Global Geophysical Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $200 million in aggregate principal amount of its 10.500% Senior Notes due 2017 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II hereto (together the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the
7,500,00 Shares GLOBAL GEOPHYSICAL SERVICES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2010 • Global Geophysical Services Inc • Oil & gas field exploration services • New York
