0001104659-10-062800 Sample Contracts

WAIVER AND AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Credit Agreement • December 15th, 2010 • Geokinetics Inc • Crude petroleum & natural gas • New York

WAIVER AND AMENDMENT NO. 3 TO THE CREDIT AGREEMENT (this “Amendment”) among GEOKINETICS HOLDINGS USA, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and ROYAL BANK OF CANADA, as agent (the “Agent”) for the Lenders.

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FIRST AMENDMENT TO SECOND AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2010 • Geokinetics Inc • Crude petroleum & natural gas

FIRST AMENDMENT (the “Amendment”) to that certain Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) dated February 12, 2010, 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”).

SERIES D AND WARRANT PURCHASE AGREEMENT among Geokinetics Inc., and the Purchasers listed on Schedule 2.2 hereto Dated as of December 14, 2010
Warrant Purchase Agreement • December 15th, 2010 • Geokinetics Inc • Crude petroleum & natural gas • New York

This SERIES D AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2010, among Geokinetics Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule 2.2 (each a “Purchaser” and collectively, the “Purchasers”).

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