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TABLE OF CONTENTS
GLOBAL GEOPHYSICAL SERVICES, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              to

Commission file number: 001-34709

GLOBAL GEOPHYSICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	05-0574281 (I.R.S. Employer Identification No.)
13927 South Gessner Road Missouri City, Texas (Address of principal executive offices)	77489 (Zip Code)

(Telephone Number) (713) 972-9200

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value
(Title of Each Class) The New York Stock Exchange
(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o    No ý

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

          The aggregate market value of the stock held by non-affiliates of the registrant, as of June 30, 2010, computed by reference to the closing sale price of the registrant's common stock on the NYSE on such date, was $122,087,419.

          For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

36,479,635 shares of common stock were outstanding as of March 10, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

          (1) Portions of the registrant's definitive Proxy Statement relating to its 2011 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

GLOBAL GEOPHYSICAL SERVICES, INC.

FORM 10-K


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010


TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business		2
Item 1A.	Risk Factors		13
Item 1B.	Unresolved Staff Comments		29
Item 2.	Properties		29
Item 3.	Legal Proceedings		29
Item 4.	[Reserved]		29
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		30
Item 6.	Selected Financial Data		33
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 8.	Financial Statements and Supplementary Data		52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		52
Item 9A.	Controls and Procedures		52
Item 9B.	Other Information		52
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		53
Item 11.	Executive Compensation		53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		53
Item 13.	Certain Relationships and Related Transactions, and Director Independence		53
Item 14.	Principal Accounting Fees and Services		53
	PART IV
Item 15.	Exhibits, and Financial Statement Schedules		53

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FORWARD-LOOKING STATEMENTS

The Business section and other parts of this Annual Report on Form 10-K ("Form 10-K") contain forward-looking statements that involve risks and uncertainties. Many of the forward-looking statements are located in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "forecasts," "may," "should," and "probably" and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled "Risk Factors" under Part I, Item 1A of this Form 10-K, which are incorporated herein by reference. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

References in this Form 10-K to "GGS," "Global Geophysical," the "Company," "we," "us" or "our" refer to Global Geophysical Services, Inc. and its subsidiaries included in the consolidated financial statements, except as otherwise indicated or the context otherwise requires. Our fiscal year ends on December 31, and references herein to "fiscal 2010," "this year" and "fiscal year 2010" refer to our fiscal year ended December 31, 2010.

PART I

Item 1.    Business

(a)   General Development of Business

        Our company, Global Geophysical Services, Inc. and its subsidiaries, provide an integrated suite of seismic data solutions to the global oil and gas industry, including our high resolution RG-3D Reservoir Grade™ ("RG3D") seismic solutions. Our seismic data solutions consist primarily of seismic data acquisition, microseismic monitoring, processing and interpretation services. Through these services, we deliver data that enables the creation of high resolution images of the earth's subsurface and reveal complex structural and stratigraphic details. These images are used primarily by oil and gas companies to identify geologic structures favorable to the accumulation of hydrocarbons, to reduce risk associated with oil and gas exploration, to optimize well completion techniques and to monitor changes in hydrocarbon reservoirs. We integrate seismic survey design, data acquisition, processing and interpretation to deliver enhanced services to our clients. In addition, we own and market a growing seismic data library and license this data to clients on a non-exclusive basis.

        Our seismic solutions are used by many of the world's largest and most technically advanced oil and gas exploration and production companies, including national oil companies ("NOCs"), major integrated oil companies ("IOCs"), and large independent oil and gas companies. We provide seismic data acquisition on a worldwide basis for land, transition zone and shallow marine areas, including challenging environments such as marshes, forests, jungles, arctic climates, mountains and deserts. We also have significant operational experience in most of the major U.S. shale plays, including the Haynesville, Barnett, Bakken, Fayetteville, Eagle Ford and Woodford, where we believe our high resolution RG3D seismic solutions are particularly well-suited.

        We currently own approximately 162,000 recording channels. Our recording channels and systems are interoperable which provides operational scalability and efficiency. This operational scalability and efficiency enables us to execute on large and technologically complex projects.

        Our company is a Delaware corporation founded in 2003.

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Our Strengths

        We believe that the following strengths provide us with significant competitive advantages:

Our high resolution RG3D seismic solutions

        As a result of our extensive experience designing and implementing seismic data acquisition programs in a variety of environments, and our use of the latest technologies available in the industry, we provide our clients with high resolution seismic data. We have a common technology platform and configured its design in order to perform high channel count seismic data acquisition projects which increase the resolution, or "trace density," and other advanced attributes of the data. We believe our high resolution RG3D seismic solutions can help our clients more effectively identify and develop oil and gas reserves.

International footprint with extensive experience operating in challenging environments

        We operate globally in many challenging environments including marshes, forests, jungles, arctic climates, mountains and deserts. Our recent experience includes projects in Mexico, Colombia, Argentina, Chile, Peru, Georgia, Uganda, Algeria, Iraq, Oman and India. In addition, our operations management team has experience operating in over 60 countries. To further extend our footprint and complement our skills, we selectively engage in strategic alliances with foreign partners that enhance our relationships with regional clients, offer commercial and regulatory guidance and provide access to local facilities, equipment and personnel.

Operational efficiency and flexibility

        We manage our crews and projects with a focus on efficiency so that our projects may be completed in less time and at a lower cost, thereby improving our margins. The equipment we employ is an important factor in our success, as our common platform allows us to easily and efficiently allocate components and people to meet specific project objectives while also maximizing utilization. Our operational flexibility also allows us to quickly reallocate our equipment and crews across our global operations in response to our business or client needs. This can be particularly important to our clients who face lease expiration deadlines. In addition, our integrated product offering provides us with flexibility to be responsive to our clients' specific needs. For example, on a recent project in Algeria, we successfully deployed our advanced processing services directly in the field thereby reducing the time required to deliver processed seismic data to our client.

Blue chip client base

        Members of our management have long-standing relationships with blue chip clients including many NOCs and IOCs. Our large inventory of common technology platform equipment and global operating ability allows us to leverage these relationships throughout the world. Although the terms of our master service agreements with our clients do not guarantee future business, we believe that our status as an approved service provider with numerous industry participants and our past performance with these clients enhances our ability to win new business. Historically our NOC and IOC clients have represented a significant percentage of our revenues.

Strong operations management team with extensive industry experience and relationships

        Our operations management team averages more than 25 years of industry experience in a variety of roles and senior positions at other seismic companies as well as E&P companies. We believe that the knowledge base, experience and relationships that our management team has built over the years extends our operating capabilities, improves the quality of our services, facilitates access to clients and underlies our strong reputation in the industry.

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Multi-client library

        We have grown our Multi-client library to over 3,700 square miles as of December 31, 2010 with another 3,500 under commitment which we expect to record during 2011. Our library includes data available to license in the Bakken, Eagle Ford, Niobrara, Haynesville, and Marcellus shale plays. Although the current focus of data licenses to these surveys are the unconventional resources previously noted, we believe the data will be of value as other prospective zones are identified within the same sedimentary column.

Our Strategies

        We intend to continue to use our competitive strengths to advance our corporate strategy. The following are key elements of our strategy:

Continue to advance our high resolution RG3D seismic solutions

        We intend to continue providing our clients with high resolution seismic technology and processing in order to help our clients make more informed decisions regarding their exploration and development programs. We are committed to providing our clients the most advanced technologies in the market. We have made recent investments in the design and development of advanced seismic technology such as land nodal recording systems through our acquisition of RD Seismic, tethered seafloor nodal systems built on RD Seismic nodal technology. Our land nodal recording systems are intended to operate autonomously and record continuously. Our tethered seafloor nodal systems, if successfully developed, are intended to operate in deep water with the goal of providing higher quality and more cost effective data than that provided by alternative methods. In addition, we have invested in multi-component recording equipment which provides additional information compared to standard, single component recording channels. To complement our investment in equipment technology, we will continue to develop and expand our processing and interpretation capabilities, which we believe benefits both our Proprietary Services and Multi-client Services segments.

Enhance and expand client relationships

        We intend to continue enhancing our relationships with our existing clients by seeking to perform services for them in new geographic regions, as well as by continuing to provide the latest technologies and an integrated suite of services. For example, we were awarded a high resolution seismic project in Algeria after successfully completing a project for the same IOC in Oman. Additionally, we intend to build relationships with new clients by continuing to provide high quality service, operational flexibility and higher-end integrated service offerings throughout the world.

Expand our Multi-client seismic data library

        We intend to continue investing in seismic data surveys for our Multi-client seismic data library. Our focus is on oil and gas basins that our clients believe have the highest potential for development.

Expand our marine services operations

        We plan to increase our use of ocean bottom cable and other seafloor recording technologies to extend the application of our high resolution RG3D seismic solutions further into the deep water environment. We are currently investing in the design and development of equipment, including seafloor nodal technology, that, if successful, will combine seismic sensors and data recording technology in a manner that does not require electrical cabling or an external power source.

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Attract and retain talented, experienced employees

        Our senior management and employees have an established track record of successfully executing seismic data projects. As we have done since our inception, we intend to continue hiring industry experts with a broad experience base and extensive client relationships. We believe this valuable mix of skills and relationships will continue to improve our service offerings and facilitate our continued growth.

Industry Overview

        Seismic data is acquired by introducing acoustic energy into the earth through controlled seismic energy sources. Seismic energy sources can consist of truck mounted vibration equipment in accessible terrain, explosives such as dynamite in more difficult terrain, or boat mounted air guns in shallow water and marine areas. In environments requiring the use of explosives, shot holes are drilled to the necessary depth and an explosive charge is placed securely in the hole. Vibroseis is a method used to propagate energy signals into the earth over an extended period of time as opposed to the near instantaneous energy provided by impulsive sources such as dynamite. The sound waves created by vibration equipment or dynamite are reflected back to the surface and collected by seismic sensors referred to as "geophones", which measure ground displacement, or "hydrophones", which measure pressure waves in marine environments. One or more strategically positioned seismic sensors are connected to a recording channel which transmits the data to a central recording location. Generally speaking, the higher the number of recording channels employed in a given survey, the richer the data set that is produced. A typical project, which in our industry is referred to as a "shoot" or a "seismic shoot", involves the use of thousands, and sometimes tens of thousands, of channels recording simultaneously over the survey area. Seismic data is used to pinpoint and determine the locations of subsurface features favorable for the collection of hydrocarbons, as well as define the make-up of the sedimentary rock layers and their corresponding fluids.

        A seismic survey is acquired with a surface geometry—a grid of seismic energy sources and receivers extending over very large areas. The size of this grid varies with and depends on the size, depth and geophysical characteristics of the target to be imaged. The lines must be accurately positioned, so the location of each source and receiver point is obtained using either GPS, inertial, or conventional optical survey methods depending upon the vegetation and environment in the prospect area. Seismic receivers and cables are deployed on the surface of the area being surveyed at regular intervals and patterns to measure, digitize and transmit reflected seismic energy to a set of specialized recording instruments located at a central location. The transportation of cables, geophones and field recording equipment can be by truck, boat or helicopter depending upon the terrain and environment within the area to be imaged.

        Two-dimensional ("2D") seismic data is recorded using straight lines of receivers crossing the earth's surface, and, once processed, allows geophysicists to only see a profile of the earth. Commercial development of three-dimensional ("3D") imaging technology began in the early 1980s and was a significant milestone for the industry. 2D seismic data surveys are generally used only to identify gross structural features; 3D seismic data surveys, which provide information continuously through the subsurface volume within the bounds of a survey, have proven effective in providing detailed views of subsurface structures. The increased use of 3D seismic data by the oil and gas industry in the 1980s helped drive significant increases in drilling success rates as better data quality allowed operators to optimize well locations and results. While prior to 1980 all seismic data acquired was 2D, today the vast majority of seismic data acquired is 3D, of which high density 3D is a growing component.

        More recently the industry has seen the development of four-dimensional ("4D") imaging technology. Also known as time lapse seismic, 4D seismic data incorporates numerous 3D seismic surveys over the same reservoir at specified intervals of time. 4D seismic data is a production tool that

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can help determine changes in flow, pressure and saturation. By scanning a reservoir over a given period of time, the flow of the hydrocarbons within can be traced and better understood. This is beneficial because, as hydrocarbons are depleted from a field, the pressure and composition of the fluids may change. Additionally, 4D seismic data can help geologists understand how a reservoir reacts to gas injection or water flooding and can help locate untapped pockets of oil or gas within the reservoir.

        Multi-component recording equipment outlines both compressional and shear waves given off by a seismic source. The additional data collected through multi-component recording equipment helps to provide geologists and geophysicists a greater understanding of the properties of subsurface structures.

        Microseismic monitoring consists of data acquisition, processing & analysis and interpretation services associated with the passive seismic energy emitted during the hydraulic fracturing stimulation of oil and natural gas wells. Monitoring and mapping microseismic events better enables our customers to evaluate the effectiveness of their planned hydraulic fracture treatments and associated fracture generation. Continued and coordinated monitoring and mapping efforts can provide an understanding of the interdependency of stimulation effects between wells and aid field development, reservoir management and production optimization.

        Seismic data processing operations use complex mathematical algorithms to transform seismic data acquired in the field into 2D profiles, or 3D volumes of the earth's subsurface or 4D time-lapse seismic data. These images are then interpreted by geophysicists and geologists for use by oil and gas companies in evaluating prospective areas, designing horizontal drilling programs, selecting drilling sites and managing producing reservoirs.

        Seismic data acquisition can be further delineated by the environment of operation as set forth below:

Land seismic data acquisition

        For land applications, geophones are buried, or partially buried, to ensure good coupling with the surface and to reduce wind noise. Burying geophones in the ground is a manual process and may involve anywhere from a few to more than 100 people depending on the size of the seismic crew and the terrain involved. Cables that connect the geophones to the recording system may also be deployed manually, or in some cases, automatically from a vehicle depending on the terrain. The acoustic source for land seismic data acquisition is typically a fleet of large hydraulic vibrator trucks, but may also be explosives detonated in holes drilled for such purposes.

        On a typical land seismic survey, the seismic recording crew is supported by a surveying crew and a drilling crew. The surveying crew lays out the receiver locations to be recorded and, in a survey using an explosive source, identifies the sites which the drilling crew creates for the explosive charges that produce the necessary acoustical impulse. In other surveys a mechanical vibrating unit, such as a vibrator truck, is used as the seismic energy source. The seismic crew lays out the geophones and recording instruments, directs shooting operations and records the acoustical signal reflected from subsurface strata. A fully staffed seismic land crew typically consists of at least one party manager, one instrument operator, head linesman and crew laborers. The number of individuals on each crew is dependent upon the size and nature of the seismic survey.

Transition zone seismic data acquisition

        In the transition zone area where land and water come together, elements of both land data acquisition and shallow marine data acquisition are employed. Transition zone seismic data acquisition is similar to ocean bottom cable applications in that both hydrophones and geophones are lowered to the ocean floor. However, due to the shallow water depth, only small vessels and manual labor can be

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used to deploy and retrieve the cables. Additionally, the source vessels and source arrays must be configured to run in shallower water. In transition zone areas consisting of swamps and marshes, explosives must be used as an acoustic source in addition to air guns. Our equipment allows us to record a seamless line from land, through the transition zone, and into the shallow marine environment.

Marine seismic data acquisition

        In deep water environments, large ships typically tow streamer arrays that contain the sensors used to acquire seismic data. In shallow water, the ocean bottom cable method, where cables with attached geophones and hydrophones are placed directly on the bottom, is more common due to superior data quality and the ability of the smaller ships to get into shallower water. In both cases, high-pressure air gun arrays serve as the seismic energy source. We are capable of performing shallow marine surveys in water depths up to approximately 250 feet. We do not participate in towed streamer seismic data acquisition.

        We believe the following industry trends should benefit our business and provide the basis for our long-term growth:

Demand for new energy resources combined with increasing difficulty of locating and producing new oil reserves

        According to the International Energy Agency, worldwide oil demand is expected to grow by approximately 24% from 2008 to 2030. To meet growing world demand and to offset steep decline rates from existing proved oil resources, significant quantities of new oil reserves must be discovered. Accordingly, exploration and production companies are increasingly required to access reservoirs that are typically smaller, deeper or have other complex characteristics. In addition, existing fields which have previously been shot with older technologies are being re-shot with newer, high resolution seismic technology in connection with efforts to increase their production, identify previously bypassed reserves, and locate new prospective drilling locations.

Increased industry focus on unconventional plays, including natural gas shales in North America and internationally

        Technical advances in horizontal drilling and new well completion techniques have greatly enhanced the ability of oil and gas companies to produce natural gas from unconventional resource plays such as natural gas shales. As a result, domestic shale gas resources have become a significant contributor to recent increases in U.S. natural gas production and reserves. In particular, seismic data is useful in designing horizontal drilling programs to avoid unfavorable geologic drilling textures that may increase drilling costs. Using the experience derived from the development of domestic shales, exploration and production companies have also begun to focus on shale gas resources on a global scale. Because many of these resources are located in areas that have not experienced significant historical oil and gas production, large amounts of new seismic data will be required as companies delineate the extent of shales and evaluate drilling inventories and leasing opportunities. High resolution 3D seismic data, such as that obtained through our RG3D seismic solutions, is also commonly used to formulate and implement completion techniques in shale gas reservoirs.

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Significant advances in seismic data technologies

        We believe that recent advances in seismic data equipment, technologies and processing capabilities, such as those that enable our high resolution RG3D seismic solutions, have improved not only the efficiency of seismic data acquisition but also the usefulness of the data provided. We believe that demand for our services will increase as clients become familiar with the benefits of more advanced seismic technologies, including higher density 3D and multi-component seismic data which uses multiple geophones or accelerometers to record all components of reflected acoustic energy. While seismic data historically has been used solely as an exploration tool, higher resolution seismic images are now used in applications such as designing horizontal drilling programs, formulating well completion techniques and for 4D reservoir monitoring.

Many large NOCs and IOCs have maintained consistent levels of exploration and production capital expenditures

        Despite the industry downturn beginning in late 2008, many large and well capitalized oil and gas companies have maintained consistent levels of capital spending. Because large oil and gas development projects can take several years before a field is productive, many large companies take a longer term view of commodity prices in setting capital budgets.

(b)   Financial Information about Segments

        Our company is comprised of two business segments: Proprietary Services and Multi-client Services. The contribution of each business segment to net sales and operating income (loss), as well as, the identifiable assets attributable to each business segment, are set forth in Note 13 of the Notes to Consolidated Financial Statements.

(c)   Narrative Description of Business

Description of Business Segments

Proprietary Services

        We provide our clients seismic data acquisition, microseismic monitoring, data processing, and interpretation services. For our seismic data acquisition services, our clients typically request a bid for a seismic survey based on their survey design specifications. In some cases, we are shown a prospect area and asked to propose and bid on a survey of our own design. In other cases, we may be able to propose modifications in the process or scope of a proposed project in ways intended to create value, in which case we are able to propose and bid on an alternative survey design. Once the scope of the work is defined, either we or the client will undertake to obtain the required land access consents and permits. Once the required consents and permits are obtained, we survey the prospect area to determine where the energy sources and receivers would be best located. Our crews then place the geophones and energy sources into position, activate the energy sources, collect the data generated and deliver the data sets to the client. In some cases, data interpretation and processing is included in the total package bid, and in others it is bid separately. Where possible, we seek to combine our seismic data acquisition with processing and interpretation services. Throughout the entire process, we coordinate with our client in an effort to add value at each stage of seismic data acquisition, processing and interpretation. We believe that this integrated offering of seismic data services allows us to sell multiple or bundled services that offer our clients greater value and helps us to capture the highest available margins. During fiscal years 2010, 2009 and 2008 revenues from our Proprietary Services accounted for 47%, 92% and 93% of total revenues respectively. The percentage decrease in 2010 revenues from our Proprietary Services is primarily the result of a percentage increase in 2010 revenues for our Multi-client Services.

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Multi-client Services

        We also offer seismic data acquisition services in a Multi-client structure, which allows our clients to share the costs of seismic data acquisition. Our Multi-client Services projects differ from our Proprietary Services projects in that we set the specifications of the program (with some input from our clients), generally handle all aspects of the acquisition, from permitting to processing, and maintain ownership of the seismic data and associated rights after the project is completed, including any revenue stream.

        We include the seismic data sets that we have acquired through our Multi-client shoots in our seismic data library. The seismic data sets are then licensed to clients on a non-exclusive basis. Our seismic data licenses are typically transferable only under limited circumstances and only upon payment to us of a specified transfer fee. Substantially all costs directly incurred in acquiring, processing and otherwise completing seismic surveys are capitalized into the Multi-client surveys.

        In addition to acquiring seismic data sets through our Multi-client seismic shoots, in certain cases we will grant a non-exclusive license to a specific seismic data set to a client in exchange for ownership of complementary proprietary seismic data held by that client.

        We believe that offering seismic data acquisition services in a Multi-client structure and licensing the data from our library is not only an effective business strategy in times of high capital spending, but also during times of industry-wide reductions in capital expenditures. The efficiencies we create by acquiring Multi-client seismic surveys allow oil and gas exploration companies to acquire seismic data at a lower cost and with less risk. We avoid significant speculative risk by targeting pre-commitments of approximately 80% of our estimated investment in a portfolio. During fiscal years 2010, 2009 and 2008 revenues from our Multi-client Services accounted for 53%, 8% and 7% of total revenues respectively.

Description of Segment Status

        In October 2010, we purchased the assets of RD Seismic, LLC which included the High Definition Recorder ("HDR"), a small footprint, lightweight, autonomous nodal land seismic data recorder that we believe represents a new benchmark for data quality and operational efficiency. We expect to put the first 10,000 channels into service in the first half of 2011. Additionally, we plan to increase our use of ocean bottom cable and nodal seafloor recording technologies under development to extend the application of our high resolution RG3D seismic solutions further into the deep water environment.

        For the year ended December 31, 2010 we invested approximately $3.0 million in the purchase of technology, design, and development of equipment, including land and seafloor nodal technology. We believe that such investments in land nodal and deeper water marine technologies will benefit both our Proprietary Services and Multi-client Services segments.

Sources and Availability of Equipment

        We currently purchase a majority of our recording equipment from Sercel, Inc. Pursuant to a volume purchasing agreement, Sercel has agreed to provide us with most-favored client pricing on our recording equipment purchases. In addition, Sercel is our preferred supplier of conventional land or transition zone data acquisition equipment. The parent company of Sercel is one of our competitors. If competitive pressures were to become such that Sercel would no longer sell to us, we would have to source equipment from an increasingly competitive marketplace. If the HDR technology, which we own, is not successful, there are currently only three other manufacturers from whom we could purchase replacement equipment. Accordingly, it is uncertain if equipment that we use would be available. In addition, we obtain our seismic vibrator equipment from INOVA Geophysical, a 51% - 49% joint venture between BGP, a competitor and wholly owned subsidiary of China National Petroleum Company, and ION Geophysical Corporation.

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Patents and Trademarks

        We own or have licenses under patents and registered trademarks which are used in connection with our activity in all business segments. Some of the patents or licenses cover significant processes used to provide our services. The trademarks are important to the overall marketing and branding of our business. All of our trademarks are registered.

Seasonal Variation in Business

        In North America, we generally have our highest utilization rates in the cooler months when the weather is more favorable for seismic data acquisition. Our operations can also be impacted by the Atlantic hurricane season from the months of June through November.

        In addition, our operations in the Asia-Pacific region are impacted by the monsoon season, which moves across the region between September and early March. Accordingly, the results of any one quarter are not necessarily indicative of annual results or continuing trends.

Customer Base

        For fiscal year 2010, a NOC represented 16% of our total sales. No other customers represent more than 10% of our sales. In 2010, we had 36 customers that each represented more than $1 million in revenue. Three customers each represented more than 10% of our Proprietary Services segment revenue at 34%, 20%, and 13%, respectively. Only one customer represented more than 10% of Multi-client Services segment revenue at 17%. By the nature of our business, it is common for our top customers to change from year to year.

Backlog

        Our backlog represents contracts for services that have been entered into but which have not yet been completed. At December 31, 2010, we had a backlog of work to be completed on contracts of approximately $265 million. Of this amount, approximately $115 million is international and $150 million is domestic. At December 31, 2009, we had a backlog of work to be completed on contracts of approximately $153 million. The increase in backlog is primarily the result of an increased demand for Proprietary Services internationally and in increase in demand for Multi-client Services in the United States. Due to the timing of our contracts and the long-term nature of some of our projects, portions of our backlog may not be completed in the fiscal year 2011. Most projects we perform can be completed in a short period of time, typically several months. Larger projects may take a year or more to be completed. Generally, mobilization starts shortly after the signing of the contract. Additionally, contracts for services are occasionally modified by mutual consent of the parties and in many instances may be cancelled by the customer on short notice without penalty. As a result, along with projects extending beyond fiscal year 2011, our backlog as of any particular date may not be indicative of our actual operating results for any succeeding fiscal period.

Government Contracts

        Not applicable.

Service Contracts

        Our seismic data acquisition contracts generally provide for payment for mobilization, data acquisition and demobilization. Mobilization payments are intended to cover, or partially offset, the costs of moving equipment and personnel to a new job location. Demobilization payments are intended to cover, or partially offset, the costs of returning equipment and personnel from the job location.

        Seismic data acquisition is generally paid for on a turnkey or term rate (also referred to as "day-rate") basis or on a combination of both methods. A turnkey contract provides for a fixed fee to

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be paid per square mile of data acquired. Term rate contracts provide for payments based on agreed rates per units of time, which are typically expressed in number of days. Our contracts generally contain provisions that require our clients to pay a standby rate for periods during which a project is delayed. However, these provisions may not cover all instances of delay, or may be limited in duration.

        Our contracts generally permit our clients to terminate a contract upon payment of an early termination fee plus the demobilization fee for an early termination that occurs after we mobilize to the job. Our contracts generally provide for a lesser fee if a client elects to terminate before we have mobilized.

        Our international agreements generally require arbitration for contract dispute resolution. We endeavor to have these international arbitrations conducted in London under English law and in English. We have been generally successful in obtaining such provisions, except in contracts for services in Latin America which tend to require arbitration in the local country and in Spanish.

        Most of our contracts provide for payment in U.S. dollars. Often we elect to receive a portion of a contract payment in the local currency for use in paying local payroll and other local expenses

Competitive Conditions

        Seismic data services for the oil and gas industry have historically been highly competitive. Success in marketing seismic services is based on several factors, including price, crew experience, equipment availability, technological expertise, reputation for quality and dependability.

        We consider our principal competitors to be Bureau of Geophysical Prospecting Limited ("BGP"—a subsidiary of Chinese National Petroleum Corporation), Compagnie Générale de Géophysique-Veritas ("CGGVeritas"), Dawson Geophysical Company, Geophysical Pursuit Inc., Geokinetics Inc., Petroleum Geo-Services ASA ("PGS"), Seismic Exchange Inc., Seitel Inc., TGC Industries Inc., and WesternGeco (a business segment of Schlumberger).

Environmental Disclosures and Regulation

        Our operations are subject to a variety of federal, state and local laws and regulations governing various aspects of our operations. Our use of explosives is regulated in the United States by the Bureau of Alcohol, Tobacco and Firearms, which has issued us a license to use explosives. We are also subject to certain environmental laws regarding removal and clean-up of materials that may harm the environment. In countries outside the United States, we are subject to similar requirements, and also rely on customer requirements and industry guidelines either in addition to or in lieu of applicable legal requirements. We believe we conduct our operations in substantial compliance with applicable laws and regulations governing our business.

        We developed our Health, Safety, Environment and Quality ("HSEQ") Management System in accordance with the guidelines of the International Association of Oil and Gas Producers ("OGP"), as set forth in OGP Report Number 210, "Guidelines for the Development and Application of Health, Safety and Environmental Management Systems". Our HSEQ Management System describes how we manage health and safety risk, process risk, environmental matters relating to our business, including the impact our operations may have on the communities in which we operate and our relationships with customers, contractors and suppliers. We have designed our HSEQ Management System to complement our clients' HSEQ management systems so that we may achieve a seamless structure for managing projects.

Employees

        Our senior management and employees have an established track record of successfully executing seismic data projects. As we have done since our inception, we intend to continue hiring industry experts with a broad experience base and extensive client relationships. We believe this valuable mix of

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skills and relationships will continue to improve our service offerings and facilitate our continued growth. As of December 31, 2010, we had 1,667 employees serving in various capacities.

(d)   Financial Information about Domestic and Foreign Operations

        Sales within the United States accounted for approximately 57% of our total sales in 2010. Operations outside the United States are generally characterized by the same conditions discussed in the description of the business above and may also be affected by additional factors including changing currency values, different rates of inflation, economic growth and political and economic uncertainties and disruptions. Our sales by geography for the three years ended December 31 were as follows:

	2010			2009			2008
United States		57	%		58	%		41	%
Latin America(1)		30	%		13	%		28	%
Europe, Africa, Middle East (EAME)(2)		3	%		13	%		20	%
Asia Pacific(3)		10	%		16	%		11	%

The following countries represent 10% or greater of our revenues:

(1)

Colombia for 2010 and 2009.

(2)

Algeria for 2008.

(3)

India for 2010, 2009 and 2008.

        Revenues and assets within the United States and internationally for the fiscal years ended December 31 were as follows:

	Revenues						Assets
	2010		2009		2008		2010		2009		2008
	(in millions)
United States		145.7		180.1		152.7		303.1		209.8		189.7
International		109.0		132.7		223.6		110.2		106.8		139.9

(e)   Available Information

        We file with the Securities and Exchange Commission ("SEC") our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, proxy statements and registration statements. You may read and copy any material we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically.

        All of our reports and materials filed with the SEC, are available free of charge through our website, http://www.globalgeophysical.com/, as soon as reasonably practical, after we have electronically filed such material with the SEC. Information about our Board Members, Board's Standing Committee Charters, and Code of Business Conduct and Ethics are also available, free of charge, through our website. We reserve the right to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulations S-K (17 CFR 228.406(b)), by posting such amendment or waiver on our website within four business days following the date of the amendment or waiver. The contents of our website are not, however, a part of this Form 10-K.

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Item 1A.    Risk Factors

The following discussion of risk factors contains "forward-looking statements," as discussed immediately preceding Item 1A. of this Form 10-K. These risk factors may be important to understanding any statement in this Form 10-K or elsewhere. The risk factors should also be read in conjunction with Management's Discussion and Analysis, and the consolidated financial statements and related notes incorporated by reference in this Form 10-K. Because of the following risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Risks Related to Our Business

Our results of operations could be materially adversely affected by economic conditions.

        Prices for oil and natural gas have been volatile. During the most recent period of depressed commodity prices, many oil and gas exploration and production companies significantly reduced their levels of capital spending, including amounts dedicated to the purchase of seismic data services. Historically, demand for our services has depended significantly on the level of exploration spending by oil and gas companies. A return of depressed commodity prices, or a decline in existing commodity prices or other economic factors, could materially adversely affect demand for the services we provide, and therefore affect our business, financial condition, results of operations and cash flows.

Industry spending on our services is subject to rapid and material change.

        Our clients' willingness to explore, develop and produce depends largely upon prevailing industry conditions that are influenced by numerous factors over which our management has no control, such as:

•

demand for oil and natural gas, especially in the United States, China and India;

•

the ability of oil and gas exploration and production companies to generate funds or otherwise obtain external capital for exploration, development, construction and production operations;

•

the sale and expiration dates of leases in the United States and overseas;

•

domestic and foreign tax policies;

•

the cost of exploring for, developing, producing and delivering oil and natural gas;

•

the expected rates of declining current production;

•

the availability and discovery rates of new oil and gas reserves;

•

technical advances affecting energy exploration, production, transportation and consumption;

•

weather conditions, including hurricanes and monsoons that can affect oil and gas operations over a wide area as well as less severe inclement weather that can preclude or delay seismic data acquisition;

•

political instability in oil and gas producing countries;

•

government and other organizational policies, including those of the Organization of the Petroleum Exporting Countries, regarding the exploration, production and development of oil and gas reserves;

•

the ability of oil and gas producers to raise equity capital and debt financing; and

•

merger and divestiture activity among oil and gas producers.

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        In addition, increases in oil and natural gas prices may not have a positive effect on our financial condition or results of operations. Although demand for our services may decrease when depressed economic conditions are present, including lower oil and natural gas prices, the reverse is not necessarily true due to the factors listed in this Form 10-K as well as other factors beyond our control.

Our revenues are subject to fluctuations that are beyond our control, which could adversely affect our results of operations in any financial period.

        Our operating results may vary in material respects from quarter to quarter and may continue to do so in the future. Factors that cause variations include the timing of the receipt and commencement of contracts for seismic data acquisition, processing or interpretation and clients' budgetary cycles, both of which are beyond our control. Furthermore, in any given period, we could have idle crews which result in a significant portion of our revenues, cash flows and earnings coming from a relatively small number of crews. Additionally, due to location, service line or particular project, some of our individual crews may achieve results that are a significant percentage of our consolidated operating results. Should one or more of these crews experience significant changes in timing, our financial results could be subject to significant variations from period to period. Combined with our high fixed costs, these revenue fluctuations could have a material adverse effect on our results of operations in any fiscal period.

Our working capital needs are difficult to forecast and may vary significantly, which could require us to seek additional financing that we may not be able to obtain on satisfactory terms, or at all.

        Our working capital needs are difficult to predict with certainty. This difficulty is due primarily to working capital requirements related to our seismic data services where our revenues vary in material respects as a result of, among other things, the timing of our projects, our clients' budgetary cycles and our receipt of payment. We may therefore be subject to significant and rapid increases in our working capital needs that could require us to seek additional financing sources. Restrictions in our debt agreements may impair our ability to obtain other sources of financing, and access to additional sources of financing may not be available on terms acceptable to us, or at all.

We face intense competition in our business that could result in downward pricing pressure and the loss of market share.

        Competition among seismic contractors historically has been, and likely will continue to be, intense. Competitive factors have in recent years included price, crew experience, equipment availability, technological expertise and reputation for quality and dependability. We also face increasing competition from nationally owned companies in various international jurisdictions that operate under less significant financial constraints than those we experience. Many of our competitors have greater financial and other resources, more clients, greater market recognition and more established relationships and alliances in the industry than we do. They and other competitors may be better positioned to withstand and adjust more quickly to volatile market conditions, such as fluctuations in oil and natural gas prices and production levels, as well as changes in government regulations. Additionally, the seismic data acquisition business is extremely price competitive and has a history of protracted periods of months or years where seismic contractors under financial duress bid jobs at unattractive pricing levels and therefore adversely affect industry pricing. Competition from these and other competitors could result in downward pricing pressure, which could adversely affect our EBITDA margins, and the loss of market share.

We have had losses in the past and there is no assurance of our profitability for the future.

        Following the precipitous decline in oil and natural gas prices beginning in 2008, we recorded a net loss for the year ending December 31, 2008 of $8.0 million. Although we showed a net profit of

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$0.4 million in 2009, we experienced a net loss in 2010 of $39.7 million. We cannot assure you that we will be profitable in future periods.

We have supply arrangements with a limited number of key suppliers, the loss of any one of which could have a material adverse effect on our financial condition and results of operations. Additionally, our supply agreement with Sercel, Inc., under which we purchase the majority of our recording equipment on "most favored client" terms, expires in 2013.

        Historically, we have purchased substantially all of our seismic data acquisition equipment from two key suppliers, Sercel, Inc. ("Sercel") and ION Geophysical Corporation ("ION"). If either of our key suppliers discontinues operations or otherwise refuses to honor its supply arrangements with us, we may be required to enter into agreements with alternative suppliers on terms less favorable to us, which could result in increased product costs and longer delivery lead times.

        Under its supply agreement with us, Sercel is obligated to sell to us recording equipment at prices and on terms at least as favorable as those made available to its other customers who purchase similar volumes of like equipment. This agreement expires in 2013. If Sercel declined to extend this agreement beyond 2013, or otherwise did not offer to sell such equipment to us on "most favored client" terms, the cost to us of additional or replacement recording equipment could increase significantly. The loss of any of our key suppliers, or our failure to renew or extend our existing supply agreement with Sercel, could have a material adverse effect on our financial condition and results of operations.

        In addition, ongoing patent litigation between Sercel and ION could impact our ability to obtain and use seismic equipment and parts in the future. We are currently assessing the impact of the Sercel—ION litigation on our business, but it is difficult to assess its full impact until a final resolution of the litigation is achieved.

Key suppliers or their affiliates may compete with us.

        A number of seismic equipment manufacturers are affiliated with or are otherwise controlled by our competitors. We currently purchase a majority of our recording equipment from Sercel, a subsidiary of one of our competitors, CGGVeritas. In addition, we purchase seismic vibrator equipment manufactured by a joint venture between ION and BGP, which is a competitor of ours. There are a limited number of companies which manufacture this equipment in addition to Sercel and ION. If either of Sercel or ION choose to no longer sell this equipment to us, or to no longer sell such equipment to us on commercially reasonable terms, whether as a result of competitive pressures or otherwise, we may be required to use less suitable replacement equipment which could impair our ability to execute our business solutions for customers.

We are dependent upon a small number of significant clients. Additionally, from time to time a significant portion of our revenues are generated by a single project.

        We derive a significant amount of our revenues from a small number of oil and gas exploration and development companies. During the year ended December 31, 2010, we had one client which accounted for more than 10% of our revenues. While our revenues are derived from a concentrated client base, our significant clients may vary between years. If we lose one or more major clients in the future, or if one or more clients encounter financial difficulties, our business, financial condition and results of operations could be materially and adversely affected.

        Additionally, from time to time, a significant portion of our revenues are generated by a single project. Our dependence from time to time on a single project for a significant percentage of our revenues may result in significant variability of our earnings from period to period as these projects are completed.

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We cannot assure you that NOC and IOC clients will continue to generate the majority, or even a significant percentage, of our revenue. Smaller or less well capitalized oil and gas exploration and production companies may be forced to reduce their budgets for seismic data acquisition services in periods of depressed or declining commodity prices. Our dependence on customers other than NOCs and IOCs for the majority of our revenue could expose us to greater earnings volatility.

        Historically, our NOC and IOC clients have represented a significant percentage of our revenues. Smaller or less well capitalized oil and gas exploration and production companies may be required to sharply reduce their expenditures for seismic data acquisition services in periods of depressed or declining commodity prices. Our dependence on customers other than NOCs and IOCs for the majority of our revenue could expose us to greater earnings volatility.

Revenues derived from our projects may not be sufficient to cover our costs of completing those projects. As a result, our results of operations may be adversely affected.

        Our revenues are determined, in part, by the price we receive for our services, the productivity of our crew and the accuracy of our cost estimates. Our crew's productivity is partly a function of external factors, such as seasonal variations in the length of days, weather, including the onset of monsoons, difficult terrain and marine environments, and third party delays, over which we have no control. In addition, cost estimates for our projects may be inadequate due to unknown factors associated with the work to be performed and market conditions, resulting in cost over-runs. If our crew encounters operational difficulties or delays, or if we have not correctly priced our services, our results of operation may vary, and in some cases, may be adversely affected. We have in the past experienced cost over-runs that caused the cost from a particular project to exceed the revenues from that project and cannot assure you that this will not happen again.

        Many of our projects are performed on a turnkey basis where a defined amount and scope of work is provided by us for a fixed price and extra work, which is subject to client approval, is billed separately. The revenue, cost and gross profit realized on a turnkey contract can vary from our estimated amount because of changes in job conditions, variations in labor and equipment productivity from the original estimates, and the performance of subcontractors. Turnkey contracts may also cause us to bear substantially all of the risks of business interruption caused by weather delays and other hazards. These variations, delays and risks inherent in billing clients at a fixed price may result in us experiencing reduced profitability or losses on projects.

From time to time we experience disputes with our clients relating to the amounts we invoice for our services, particularly with respect to billings relating to standby time. The exercise of remedies against clients in connection with our collection efforts could negatively affect our ability to secure future business from those clients.

        Our contracts for seismic data acquisition services typically include provisions that require payment to us at a reduced rate for a limited amount of time if we are unable to record seismic data as a result of weather conditions or certain other factors outside our control, including delays caused by our clients. From time to time we experience disputes with our clients relating to the amounts we invoice for our services. For example, as of December 31, 2010, we had disputes with certain customers which relate to charges for our services. The exercise of our contractual remedies against these or other clients in connection with our collection efforts could negatively affect our relationship with these clients, and could result in the loss of future business which in turn could negatively affect our earnings in future periods.

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Technological change in our business creates risks of technological obsolescence and requirements for future capital expenditures. If we are unable to continue investing in, or otherwise acquire, the latest technology, we may not be able to compete effectively.

        The development of seismic data acquisition, processing and interpretation equipment has been characterized by rapid technological advancements in recent years and we expect this trend to continue. Manufacturers of seismic equipment may develop new systems that have competitive advantages relative to systems now in use that either renders the equipment we currently use obsolete or require us to make substantial capital expenditures to maintain our competitive position. Additionally, a number of seismic equipment manufacturers are affiliated with or are otherwise controlled by our competitors. If any such equipment manufacturer developed new equipment or systems and, for competitive reasons or otherwise, declined to sell such equipment or systems to us, we could be placed at a competitive disadvantage. In order to remain competitive, we must continue to invest additional capital to maintain, upgrade and expand our seismic data acquisition capabilities. In addition to our continuing investment in seismic data acquisition equipment from third party suppliers, we are also currently investing in the design and development of our own land and sea floor nodal technology. However, we may not be successful in developing and deploying this technology in a manner that is technologically or commercially viable. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Expenditures."

        Seismic data acquisition equipment is expensive and our ability to operate and expand our business operations is dependent upon the availability of internally generated cash flow and financing alternatives. Such financing may consist of bank or commercial debt, equity or debt securities or any combination thereof. There can be no assurance that we will be successful in obtaining sufficient capital to upgrade and expand our current operations through cash from operations or additional financing or other transactions if and when required on terms acceptable to us.

If we do not effectively manage our transitions into new products and services, our revenues may suffer.

        Products and services for the seismic industry are characterized by rapid technological advances in hardware performance, software functionality and features, frequent introduction of new products and services, and improvement in price characteristics relative to product and service performance. Among the risks associated with the introduction of new products and services are delays in development or manufacturing, variations in costs, delays in customer purchases or reductions in price of existing products in anticipation of new introductions, write-offs or write-downs of the carrying costs of assets associated with prior generation products, difficulty in predicting customer demand for new product and service offerings and effectively managing inventory levels so that they are in line with anticipated demand, risks associated with customer qualification, evaluation of new products, and the risk that new products may have quality or other defects or may not be supported adequately by application software. The introduction of new products and services by our competitors also may result in delays in customer purchases and difficulty in predicting customer demand. If we do not make an effective transition from existing products and services to future offerings, our revenues and margins may decline.

        Furthermore, sales of our new products and services may replace sales, or result in discounting, of some of our current offerings, offsetting the benefit of a successful new product introduction. In addition, it may be difficult to ensure performance of new products and services in accordance with our revenue, margin, and cost estimates and to achieve operational efficiencies embedded in our estimates. Given the competitive nature of the seismic industry, if any of these risks materialize, the future demand for our products and services, and our future results of operations, may suffer.

17

We are exposed to risks related to complex, highly technical products.

        Our customers often require demanding specifications for product performance and reliability. Because many of our products are complex and often use unique advanced components, processes, technologies, and techniques, undetected errors and design and manufacturing flaws may occur. Even though we attempt to assure that our systems perform reliably in the field, the many technical variables related to their operations can cause a combination of factors that may, and from time to time have, caused performance and service issues with certain of our products. Product defects result in higher product service, warranty, and replacement costs and may affect our customer relationships and industry reputation, all of which may adversely impact our results of operations. Despite our testing and quality assurance programs, undetected errors may not be discovered until the product is purchased and used by a customer in a variety of field conditions. If our customers deploy our new products and they do not work correctly, our relationship with our customers may be materially and adversely affected.

Our backlog estimates are based on certain assumptions and are subject to unexpected adjustments and cancellations and thus may not be timely converted to revenues in any particular fiscal period, if at all, or be indicative of our actual operating results for any future period.

        Our backlog estimates represent those seismic data acquisition projects for which a client has executed a contract and has a scheduled start date for the project as well as unrecognized pre-committed funding from our Multi-client Services segment. Backlog estimates are based on a number of assumptions and estimates including assumptions related to foreign exchange rates and proportionate performance of contracts and our valuation of assets, such as seismic data, to be received by us as payment under certain agreements. The realization of our backlog estimates is further affected by our performance under term rate contracts, as the early or late completion of a project under term rate contracts will generally result in decreased or increased, as the case may be, revenues derived from these projects. Contracts for services are also occasionally modified by mutual consent. Because of potential changes in the scope or schedule of our clients' projects, we cannot predict with certainty when or if our backlog will be realized. Even where a project proceeds as scheduled, it is possible that the client may default and fail to pay amounts owed to us. In addition, the contracts in our backlog are cancelable by the client. Material delays, payment defaults or cancellations could reduce the amount of backlog currently reported, and consequently, could inhibit the conversion of that backlog into revenues.

We have invested, and expect to continue to invest, significant amounts of money in acquiring and processing seismic data for Multi-client surveys and for our seismic data library without knowing precisely how much of this seismic data we will be able to sell or when and at what price we will be able to sell such data.

        Multi-client surveys and the resulting seismic data library are an increasingly important part of our business and our future investments. We invest significant amounts of money in acquiring and processing seismic data that we own. By making such investments, we are exposed to the following risks:

•

We may not fully recover our costs of acquiring, processing and interpreting seismic data through future sales. The amounts of these data sales are uncertain and depend on a variety of factors, many of which are beyond our control.

•

The timing of these sales is unpredictable and can vary greatly from period to period. The costs of each survey are capitalized and then amortized over the expected useful life of the data. This amortization will affect our earnings and when combined with the sporadic nature of sales, will result in increased earnings volatility.

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•

Regulatory changes that affect companies' ability to drill, either generally or in a specific location where we have acquired seismic data, could materially adversely affect the value of the seismic data contained in our library. Technology changes could also make existing data sets obsolete. Additionally, each of our individual surveys has a limited book life based on its location and oil and gas companies' interest in prospecting for reserves in such location, so a particular survey may be subject to a significant decline in value beyond our initial estimates.

•

The value of our Multi-client data could be significantly adversely affected if any material adverse change occurs in the general prospects for oil and gas exploration, development and production activities.

•

The cost estimates upon which we base our pre-commitments of funding could be wrong, which could result in losses that have a material adverse effect on our financial condition and results or operations.

•

Pre-commitments of funding are subject to the creditworthiness of our clients. In the event that a client refuses or is unable to pay its commitment, we could lose a material amount of money.

•

If our clients significantly increase their preference toward licensing seismic data from Multi-client data libraries, we may not have the appropriate existing data library assets to be able to obtain permits and access rights to geographic areas of interest from which to record such data, or make appropriate levels of investment in the creation of new data library assets to support our business strategy.

        Any reduction in the market value of such data will require us to write down its recorded value, which could have a significant material adverse effect on our results of operations.

Our operations are subject to delays related to obtaining land access rights from third parties which could affect our results of operations.

        Our seismic data acquisition operations could be adversely affected by our inability to timely obtain access to both public and private land included within a seismic survey. We cannot begin surveys on property without obtaining permits from certain governmental entities as well as the permission of the parties who have rights to the land being surveyed. In recent years, it has become more difficult, costly and time-consuming to obtain access rights as drilling activities have expanded into more populated areas. Additionally, while land owners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property and stall or refuse to grant these rights for various reasons. In our Multi-client Services segment, we acquire data sets pertaining to large areas of land. Consequently, if we do not obtain land access rights from a specific land owner, we may not be able to provide a complete survey for that area. The failure to redact or remove the seismic information relating to mineral interests held by non-consenting third parties could result in claims against us for seismic trespass. In addition, governmental entities do not always grant permits within the time periods expected. Delays associated with obtaining such permits and significant omissions from a survey as a result of the failure to obtain consents could have a material adverse effect on our financial condition and results of operations.

We operate under hazardous conditions that subject us and our employees to risk of damage to property or personal injury and limitations on our insurance coverage may expose us to potentially significant liability costs.

        Our activities are often conducted in dangerous environments and under hazardous conditions, including the detonation of dynamite. Operating in such environments and under such conditions carries with it inherent risks, such as damage to or loss of human life or equipment, as well as the risk of downtime or reduced productivity resulting from equipment failures caused by such adverse

19

operating environment. These risks could cause us to experience equipment losses, injuries to our personnel and interruptions in our business. We cannot assure you that our insurance will be sufficient or adequate to cover all losses or liabilities or that insurance will continue to be available to us or available to us on acceptable terms. A successful claim for which we are not fully insured, or which exceeds the policy limits of our applicable insurance could have a material adverse effect on our financial condition. Moreover, we do not carry business interruption insurance with respect to our operations.

Our agreements with our clients may not adequately protect us from unforeseen events or address all issues that could arise with our clients. The occurrence of unforeseen events not adequately addressed in the contracts could result in increased liability, costs and expenses associated with any given project.

        With many of our clients we enter into master service agreements which allocate certain operational risks. Despite the inclusion of risk allocation provisions in our agreements, our operations may be affected by a number of events that are unforeseen or not within our control. We cannot assure you that our agreements will adequately protect us from each possible event. If an event occurs which we have not contemplated or otherwise addressed in our agreement, we, and not our client, will likely bear the increased cost or liability. To the extent our agreements do not adequately address these and other issues, or we are not able to successfully resolve resulting disputes, we may incur increased liability, costs and expenses.

Weather may adversely affect our ability to conduct business.

        Our seismic data acquisition operations could be adversely affected by inclement weather conditions. Delays associated with weather conditions could have a material adverse effect on our financial condition and results of operations. For example, weather delays focused on a particular project or region could lengthen the time to complete the project, resulting in decreased margins to us. Our operations in or near the Gulf of Mexico may be subject to stoppages for hurricanes. In addition, our operations in the Arabian Sea and the Bay of Bengal are subject to stoppages for monsoons. Accordingly, the results of any one quarter are not necessarily indicative of annual results or continuing trends.

We may be held liable for the actions of our subcontractors.

        We often work as the general contractor on seismic data acquisition surveys and consequently engage a number of subcontractors to perform services and provide products. There can be no assurance we will not be held liable for the actions of these subcontractors. In addition, subcontractors may cause damage or injury to our personnel and property that is not fully covered by insurance.

Current or future distressed financial conditions of clients could have an adverse effect on us in the event these clients are unable to pay us for our services.

        Some of our clients are experiencing, or may experience in the future, severe financial problems that have had or may have a significant effect on their creditworthiness. We generally do not require that our clients make advance payments or otherwise collateralize their payment obligations. We cannot provide assurance that one or more of our financially distressed clients will not default on their payment obligations to us or that such a default or defaults will not have a material adverse effect on our business, financial position, results of operations or cash flows. Furthermore, the bankruptcy of one or more of our clients, or other similar proceeding or liquidity constraint, will reduce the amounts we can expect to recover, if any, with respect to amounts owed to us by such party. In addition, such events might force those clients to reduce or curtail their future use of our products and services, which could have a material adverse effect on our results of operations and financial condition.

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The high fixed costs of our operations could result in operating losses.

        We are subject to high fixed costs which primarily consist of depreciation, maintenance expenses associated with our seismic data acquisition, processing and interpretation equipment and certain crew costs. Because substantially all of our equipment is new or nearly new, we believe that our depreciation expense relative to our revenues is higher than that of many of our competitors. Extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays or other causes could reduce our profitability and have a material adverse effect on our financial condition and results of operations because we will not be able to reduce our fixed costs as fast as revenues decline.

Our results of operations could be adversely affected by goodwill or long-lived asset impairments.

        We periodically review our portfolio of equipment for impairment. A prolonged downturn could affect the carrying value of our goodwill and require us to recognize a loss. If we expect significant sustained decreases in oil and natural gas prices in the future, we may be required to write down the value of our equipment if the future cash flows anticipated to be generated from the related equipment falls below net book value. A decline in oil and natural gas prices, if sustained, can result in future impairments. In addition, changes in industry conditions, such as changes in applicable laws and regulations, could affect the usefulness of our Multi-client seismic data library to oil and gas companies, thereby requiring us to write down the value of our seismic data library. If we are forced to write down the value of our assets, these non-cash asset impairments could negatively affect our results of operations in the period in which they are recorded. See discussions of "Impairment of Long-lived Assets" included in "Critical Accounting Policies and Estimates" and "Goodwill" included in Note 2 "Summary of Significant Accounting Policies."

We are subject to compliance with stringent environmental laws and regulations that may expose us to significant costs and liabilities.

        Our operations are subject to stringent federal, provincial, state and local environmental laws and regulations in the United States and foreign jurisdictions relating to environmental protection. In our business, we use explosives and certain other regulated hazardous materials that are subject to such regulation. These laws and regulations may impose numerous obligations that are applicable to our operations including:

•

the acquisition of permits before commencing regulated activities;

•

the limitation or prohibition of seismic activities in environmentally sensitive or protected areas such as wetlands or wilderness areas;

•

restrictions pertaining to the management and operation of our vehicles and equipment; and

•

licensing requirements for our personnel handling explosives and other regulated hazardous materials.

        Numerous governmental authorities, such as the U.S. Environmental Protection Agency ("EPA"), the Bureau of Alcohol, Tobacco, Firearms and Explosives ("BATFE"), the Bureau of Land Management ("BLM") and analogous state agencies in the United States and governmental bodies with control over environmental matters in foreign jurisdictions, have the power to enforce compliance with these laws and regulations and any licenses and permits issued under them, oftentimes requiring difficult and costly actions. In addition, failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties, the imposition of obligations to investigate and/or remediate contaminations, and the issuance of injunctions limiting or preventing some or all of our operations.

21

        We invest extensive financial and management resources to comply with these laws and related licensing and permitting requirements, and we believe that the regulatory environment for the oil and natural gas industry and related service providers is likely to become more burdensome and time consuming than it ever has been before. Over the last year, permitting authorities have begun requiring us to comply with standards that have never before applied to seismic companies. As further discussed below, some proposed regulations would inhibit the use of hydraulic fracturing in connection with the drilling of wells, which is a crucial part in recovering economic amounts of hydrocarbons from shale plays, which represent a significant opportunity for us. If oil and natural gas companies face regulation that makes drilling for resources uneconomic, the demand for our services may be adversely affected. In addition, the ongoing revision of such environmental laws and regulations, sometimes as a direct result of particular economic, political, or social events, makes it difficult for seismic data acquisition companies to predict future costs or the impact of such laws and regulations on future projects. As a result, we could incur capital and operating expenses, as well as compliance costs, beyond those anticipated which could adversely affect our future operations.

        There is inherent risk of incurring significant environmental costs and liabilities in our operations due to our controlled storage, use and disposal of explosives. In the event of an accident, we could be held liable for any damages that result or we could be penalized with fines, and any liability could exceed the limits of or fall outside our insurance coverage.

Current and future legislation relating to climate change and hydraulic fracturing may negatively impact the exploration and production of oil and gas, and implicitly the demand for our products and services.

        Our company along with other seismic data acquisition companies may be affected by new environmental legislation intended to limit or reduce increased emissions of gases, such as carbon dioxide and methane from the burning of fossil fuels (oil, gas and coal), which may be a contributing factor to climate change. The European Union has already established greenhouse gas ("GHGs") regulations, and many other countries, including the United States, are in the process of enacting similar regulations. This could cause us to incur additional direct and indirect compliance costs in relation to any new climate change laws and regulations. Moreover, passage of climate change legislation or other regulatory initiatives that target emissions of GHGs may impair exploration and production of hydrocarbons and thus adversely affect future demand for our products and services. Reductions in our revenues or increases in our expenses as a result of climate control legislative initiatives could have negative impact on our business, financial position, results of operations and prospects. Although various climate change legislative measures have been under consideration by the U.S. Congress, it is not possible at this time to predict whether or when Congress may act on climate change legislation.

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        In addition, the "Fracturing Responsibility and Awareness of Chemicals Act" (the "FRAC Act") was introduced to both houses of the 111th U.S. Congress on June 9, 2009, aiming to amend the "Safe Drinking Water Act" (the "SDWA") by repealing an exemption from regulation for hydraulic fracturing. If enacted, the FRAC Act would amend the definition of "underground injection" in the SDWA to encompass hydraulic fracturing activities. Such a provision could require hydraulic fracturing operations to meet permitting and financial assurance requirements, adhere to certain construction specifications, fulfill monitoring, reporting, and recordkeeping obligations, and meet plugging and abandonment requirements. The FRAC Act also proposes to require the reporting and public disclosure by the energy industry of the chemicals mixed with the water and sand it pumps underground in the hydraulic fracturing process (also known as "fracking"), information that has largely been protected as trade secrets. This reporting would make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. The adoption of any future federal or state laws or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could make it more difficult to complete natural gas wells. Shale gas cannot be economically produced without extensive fracturing. While proposed legislation is pending in Congress, the EPA has also reviewed its existing authority under the SDWA and asserted its intent to regulate hydraulic fracturing operations involving diesel additives. In the event this legislation is enacted, demand for seismic acquisition services may be adversely affected.

Historically our operational expenses incurred in connection with international seismic data projects have been higher, as a percentage of revenues, than the operational expenses incurred in connection with seismic data projects undertaken in the United States. The profitability of our future international operations will depend significantly on our ability to control these expenses.

        The expense of mobilizing personnel and equipment to various foreign locations, as well as the cost of obtaining and complying with local regulatory requirements historically have been significantly higher than the expenses incurred in connection with seismic data projects undertaken in the United States. If we are unable to reduce the expenses incurred in connection with an international seismic data project, or to obtain better pricing for such services, our results of operations could be materially and adversely affected.

Operating internationally subjects us to significant risks and regulation inherent in operating in foreign countries.

        We conduct operations on a global scale. As of December 31, 2010, approximately 38% of our property, plant and equipment and approximately 36% of our employees were located outside of the U.S. and, for the year ended December 31, 2010, approximately 43% of our revenues were attributable to operations in foreign countries.

        Our international operations are subject to a number of risks inherent to any business operating in foreign countries, and especially those with emerging markets. As we continue to increase our presence in such countries, our operations will encounter the following risks, among others:

•

government instability, which can cause investment in capital projects by our potential clients to be withdrawn or delayed, reducing or eliminating the viability of some markets for our services;

•

potential expropriation, seizure, nationalization or detention of assets;

•

difficulty in repatriating foreign currency received in excess of local currency requirements;

•

import/export quotas;

•

civil uprisings, riots and war, which can make it unsafe to continue operations, adversely affect both budgets and schedules and expose us to losses;

23

•

availability of suitable personnel and equipment, which can be affected by government policy, or changes in policy, which limit the importation of qualified crewmembers or specialized equipment in areas where local resources are insufficient;

•

decrees, laws, regulations, interpretation and court decisions under legal systems, which are not always fully developed and which may be retroactively applied and cause us to incur unanticipated and/or unrecoverable costs as well as delays which may result in real or opportunity costs; and

•

terrorist attacks, including kidnappings of our personnel.

        We cannot predict the nature and the likelihood of any such events. However, if any of these or other similar events should occur, it could have a material adverse effect on our financial condition and results of operation.

        Certain of the seismic equipment that we use in certain foreign countries may require prior U.S. government approval in the form of an export license and may otherwise be subject to tariffs and import/export restrictions. The delay in obtaining required governmental approvals could affect our ability to timely commence a project, and the failure to comply with all such controls could result in fines and other penalties.

        We are subject to taxation in many foreign jurisdictions and the final determination of our tax liabilities involves the interpretation of the statutes and requirements of taxing authorities worldwide. Our tax returns are subject to routine examination by taxing authorities, and these examinations may result in assessments of additional taxes, penalties and/or interest.

        Our overall success as a global business depends, in part, upon our ability to succeed in differing economic, social and political conditions. We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, which could negatively affect our profitability.

As a company subject to compliance with the Foreign Corrupt Practices Act (the "FCPA"), our business may suffer because our efforts to comply with U.S. laws could restrict our ability to do business in foreign markets relative to our competitors who are not subject to U.S. law. Additionally, our business plan involves establishing joint ventures with partners in certain foreign markets. Any determination that we or our foreign agents or joint venture partners have violated the FCPA may adversely affect our business and operations.

        We and our local partners operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. We may be subject to competitive disadvantages to the extent that our competitors are able to secure business, licenses or other preferential treatment by making payments to government officials and others in positions of influence or using other methods that U.S. law and regulations prohibit us from using.

        As a U.S. corporation, we are subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. In particular, we may be held liable for actions taken by our strategic or local partners even though our partners are not subject to the FCPA. Any such violations could result in substantial civil and/or criminal penalties and might adversely affect our business, results of operations or financial condition. In addition, our ability to continue to work in the countries discussed above could be adversely affected if we were found to have violated certain U.S. laws, including the FCPA.

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Our results of operations can be significantly affected by currency fluctuations.

        A portion of our revenues is derived in the local currencies of the foreign jurisdictions in which we operate. Accordingly, we are subject to risks relating to fluctuations in currency exchange rates. In the future, and especially as we expand our sales in international markets, our clients may increasingly make payments in non-U.S. currencies. Fluctuations in foreign currency exchange rates could affect our sales, cost of sales and operating margins. In addition, currency devaluation can result in a loss to us if we hold deposits of that currency. Hedging foreign currencies can be difficult, especially if the currency is not actively traded. We cannot predict the effect of future exchange rate fluctuations on our operating results.

A terrorist attack or armed conflict could harm our business.

        Some seismic surveys are located in unstable political jurisdictions, including North Africa and the Middle East. Terrorist activities, anti-terrorist efforts and other armed conflicts involving the United States or other countries may adversely affect our ability to work in these markets which could prevent us from meeting our financial and other obligations. These activities could have a direct negative effect on our business in those areas, including loss of life, equipment and data. Costs for insurance and security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all.

Our success depends on key members of our management, the loss of any of whom could disrupt our business operations.

        The loss of the services of Richard A. Degner, our Chairman, President and Chief Executive Officer, or other key personnel could disrupt our operations which in turn could materially and adversely affect our results of operations.

We may be unable to attract and retain skilled and technically knowledgeable employees, which could adversely affect our business.

        Our success depends upon attracting and retaining highly skilled professionals and other technical personnel. A number of our employees are highly skilled scientists and highly trained technicians, and our failure to continue to attract and retain such individuals could adversely affect our ability to compete in the seismic services industry. We may confront significant and potentially adverse competition for these skilled and technically knowledgeable personnel, particularly during periods of increased demand for seismic services. Additionally, at times there may be a shortage of skilled and technical personnel available in the market, potentially compounding the difficulty of attracting and retaining these employees. As a result, our business, results of operations and financial condition may be materially adversely affected.

Our industry has periodically experienced shortages in the availability of equipment. Any difficulty we experience replacing or adding equipment could adversely affect our business.

        If the demand for seismic services increases, we may not be able to acquire equipment to replace our existing equipment or add additional equipment. From time to time, the high demand for seismic services has decreased the availability of geophysical equipment, resulting in extended delivery dates on orders of new equipment. If that happens again, any delay in obtaining equipment could delay our implementation of additional or larger crews and restrict the productivity of our existing crews. Our required equipment may not continue to be available to us at costs which allow us to be profitable. A delay in obtaining equipment essential to our operations could have a material adverse effect on our financial condition and results of operations.

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If we do not manage our recent growth and expansion effectively, our results of operations could be adversely affected.

        We have experienced substantial growth to date. This growth has presented a challenge to our systems, processes, resources, personnel, management and other infrastructure and support mechanisms. The following factors could present difficulties to us:

•

lack of sufficient executive level and skilled crew personnel;

•

increased administrative burden; and

•

increased logistical problems common to large, expansive operations.

        If we do not manage these growth challenges effectively, our profitability and results of operations could be adversely affected, our management resources may be diverted and our future growth impeded.

We may grow through acquisitions and our failure to properly plan and manage those acquisitions may adversely affect our performance.

        We plan to expand not only through organic growth, but through the strategic acquisition of companies and assets. We must plan and manage any acquisitions effectively to achieve revenue growth and maintain profitability in our evolving market. If we fail to manage acquisitions effectively, our results of operations could be adversely affected. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management and other resources. We must continue to improve our operational, financial, management, legal compliance and information systems to keep pace with the growth of our business.

        Any future acquisitions could present a number of risks, including but not limited to:

•

incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

•

failure to integrate the operations or management of any acquired operations or assets successfully and timely;

•

diversion of management's attention from existing operations or other priorities; and

•

our inability to secure sufficient financing, on terms we find acceptable, that may be required for any such acquisition or investment.

        Our business plan anticipates, and is based upon our ability to successfully complete acquisitions of other businesses or assets. Our failure to do so, or to successfully integrate our acquisitions in a timely and cost effective manner, could have an adverse effect on our business, financial condition or results of operations.

If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, our ability to operate our business and investor views of us.

        Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles. We are in the process of documenting, reviewing and improving our

26

internal controls and procedures for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), which requires annual management assessment of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing this assessment. Both we and our independent auditors will be testing our internal controls in connection with the audit of our consolidated financial statements for the year ending December 31, 2011 and, as part of the testing, identifying areas for further attention and improvement. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, harm our ability to operate our business and reduce the trading price of our stock.

Risks Related to our Indebtedness

Our substantial debt could adversely affect our financial health and prevent us from fulfilling our obligations.

        We have a significant amount of debt and may incur substantial additional debt (including secured debt) in the future. The terms of our existing debt agreements limit, but do not prohibit, us from doing so. As of December 31, 2010, we had approximately $209 million of total long-term indebtedness (comprised primarily of our $200 million 10¹/2% senior notes and under our Revolving Credit Facility), and $35 million available for future borrowings under our Revolving Credit Facility, as described in our "Management's Discussion and Analysis—Liquidity and Capital Resources" section of this Form 10-K. We cannot assure you that we will be able to generate sufficient cash to service our debt or sufficient earnings to cover fixed charges in future years. Increases in outstanding debt above this level will intensify the related risks.

        Our substantial debt could have important consequences. In particular, it could:

•

increase our vulnerability to general adverse economic and industry conditions;

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;

•

place us at a competitive disadvantage compared to our competitors that have less debt; and

•

limit, along with the financial and other restrictive covenants of our indebtedness, among other things, our ability to borrow additional funds.

Our debt agreements contain restrictive covenants that may limit our ability to respond to changes in market conditions or pursue business opportunities.

        The terms of the indenture governing our new notes and our Revolving Credit Facility contain restrictive covenants that limit our ability to, among other things:

•

incur or guarantee additional debt;

•

pay dividends;

•

repay subordinated debt prior to its maturity;

•

grant additional liens on our assets;

•

enter into transactions with our affiliates;

•

repurchase stock;

27

•

make certain investments or acquisitions of substantially all or a portion of another entity's business assets; and

•

merge with another entity or dispose of our assets.

        For example, our Revolving Credit Facility limits the amount of our capital expenditures, including amounts we may spend on our Multi-client library. These capital expenditure limitations may limit our ability to add to our Multi-client library.

        In addition, our Revolving Credit Facility requires us, to maintain certain financial ratios and tests. The requirement that we comply with these provisions may materially adversely affect our ability to react to changes in market conditions, take advantage of business opportunities we believe to be desirable, obtain future financing, fund needed capital expenditures or withstand a continuing or future downturn in our business.

If our lenders foreclose on their security interests in our assets, they will have the right to sell those assets in order to satisfy our obligations to them.

        Our obligations under our Revolving Credit Facility are, secured by a lien on substantially all of our assets including the equity interests in our material subsidiaries. In the event of foreclosure, liquidation, bankruptcy or other insolvency proceeding relating to us or our subsidiaries that have guaranteed our debt, holders of this secured indebtedness will have prior claims with respect to substantially all of our assets. There can be no assurance that we would receive any proceeds from a foreclosure sale of our assets that constitute collateral following the satisfaction of the secured lenders' priority claims.

If we are unable to comply with the restrictions and covenants in our existing debt agreements and other current and future debt agreements, there could be a default under the terms of such agreements, which could result in an acceleration of repayment.

        If we are unable to comply with the restrictions and covenants in our existing debt agreements or in future debt agreements, there could be a default under the terms of these agreements. Our ability to comply with these restrictions and covenants, including meeting financial ratios and tests, may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply with these restrictions and covenants or meet such financial ratios and tests. In the event of a default under these agreements, lenders could terminate their commitments to lend or accelerate the loans and declare all amounts borrowed due and payable. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may also be accelerated and become due and payable. If any of these events occur, our assets might not be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, it might not be on terms that are favorable or acceptable to us. Additionally, we may not be able to amend our debt agreements or obtain needed waivers on satisfactory terms.

To service our indebtedness, we require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, and to fund planned capital expenditures depends in part on our ability to generate cash in the future. This ability is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure that we will generate sufficient cash flow from operations, that we will realize operating improvements on schedule or that future borrowings will be available to us in an amount sufficient to enable us to service and repay our indebtedness or to fund our other liquidity needs. If we

28

are unable to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure that any refinancing or debt restructuring would be possible or, if possible, would be completed on favorable or acceptable terms, that any assets could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be favorable to us or that additional financing could be obtained on acceptable terms. Disruptions in the capital and credit markets, such as those experienced during 2008 and 2009, could adversely affect our ability to meet our liquidity needs or to refinance our indebtedness, including our ability to borrow under our Revolving Credit Facility. Banks that are party to our Revolving Credit Facility may not be able to meet their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time.

Increases in interest rates would adversely affect our results of operations.

        Our Revolving Credit Facility is subject to floating interest rates which vary in line with movements in short-term interest rates. As a result, our interest expenses may increase significantly if short-term interest rates increase.

Item 1B.    Unresolved Staff Comments

        None.

Item 2.    Properties

        We own a building complex in the greater metropolitan Houston, Texas area that we use as our corporate headquarters. Our headquarters consists of office and warehouse space totaling approximately 92,000 square feet.

        In addition, at the end of 2010, we were registered to do business and, in certain locations, leased administrative offices, sales offices, data processing centers, research centers, warehouses or equipment repairing centers in the United States in cities such as Dallas (Texas), Missouri City (Texas), Stafford (Texas) and Denver (Colorado), as well as throughout the world in countries such as Algeria, Argentina, Belize, Brazil, Brunei, Canada, Cayman Islands, Chile, Colombia, Cook Islands, Ecuador, Georgia, India, Iraq, Isle of Man, Kurdistan, Libya, Mexico, Nigeria, Oman, Peru, Russia, Saudi Arabia, Trinidad and Tobago, Tunisia, and Venezuela.

        We believe that our existing facilities are well maintained, suitable for their intended use, and adequate to meet our current and future operating requirements, but we may also seek to expand our facilities from time to time.

Item 3.    Legal Proceedings

        We are subject to periodic lawsuits, arbitrations, investigations, disputes and claims, including environmental claims and employee related matters, arising in the ordinary conduct of our business. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe that any currently pending legal proceedings to which we are a party will have a material adverse effect on our business, results of operations, cash flows or financial condition.

        We sometimes experience disagreements or disputes with our customers relating to our charges. As of December 31, 2010, we had disputes with certain customers which relate to our charges for our services. If the amount we ultimately recover with respect to any of these disputes is less than the revenue previously recorded, the difference will be recorded as an expense. None of these are expected to have a material adverse effect on our earnings.

Item 4.    [Reserved]

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        As of March 10, 2011, there were 36,479,635 shares of common stock of Global Geophysical Services, Inc. outstanding and 384 stockholders of record. Our common stock is listed on the NYSE, where it is traded under the symbol "GGS".

        The following table sets forth the high and low closing prices for the common stock of Global Geophysical Services, Inc. since our common stock began trading on April 22, 2010, as reported by the NYSE for the period shown. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Quarter Ended	High		Low
June 30, 2010	$	12.00	$	6.97
September 30, 2010	$	8.09	$	5.91
December 31, 2010	$	10.40	$	6.98

        We have never paid cash dividends on our common stock, and the Board of Directors intends to retain all of our earnings, if any, to finance the development and expansion of our business. There can be no assurance that our operations will prove profitable to the extent necessary to pay cash dividends. Moreover, even if such profits are achieved, the future dividend policy will depend upon our earnings, capital requirements, financial condition, debt covenants and other factors considered relevant by our Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

        The following table summarizes certain information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2010. In July 2006, our Board of Directors and Stockholders adopted the Global Geophysical Services, Inc. 2006 Incentive Compensation Plan. See information regarding material features of the plan in Note 12, "Stock-Based Compensation" to the Consolidated Financial Statements included herein.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		2,884,100	$	22.93		5,393,163
Equity compensation plans not approved by security holders		—		—		—
Total		2,884,100	$	22.93		5,393,163

Stock Performance Graph

        The following graph compares the cumulative eight-month total return provided stockholders on Global Geophysical Services, Inc.'s common stock relative to the cumulative total returns of the S&P 500 Index and a peer group made up of companies in the PHLX Oil Service Sector Index. The PHLX Oil Service Sector Index consists of far larger companies that perform a variety of services as compared to land-based acquisition and processing of seismic data performed by us.

30

        The following graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Global Geophysical Services, Inc. specifically incorporates it by reference into such filing.

Comparison of Eight Month Cumulative Total Return*

Among Global Geophysical Services, Inc., the S&P 500 Index and the PHLX Oil Service Sector Index

Comparison of Total Returns

*

Assumes $100 was invested on April 22, 2010 in stock or index, including reinvestment of dividends. The stock price performance included in this graph is not necessarily indicative of future stock price performance

31

Sales of Unregistered Securities and Stock Repurchases*

        During the year ended December 31, 2010, we made the following purchases of our common stock, which is registered pursuant to Section 12(b) of the Exchange Act of 1934.

	Total Number of Shares Purchased		Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased
May 27, 2010		83,333	$	15.00		0		46,794
October 15, 2010		10,900	$	6.16		0		0
Total		94,233		N/A		0		46,794

*

The purchases of shares indicated above were related to separation agreements with certain employees.

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Item 6.    Selected Financial Data

SELECTED FINANCIAL INFORMATION

        The following table presents our summary historical financial data for the periods indicated. The data for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 have been derived from our audited financial statements. The financial data for the years ended December 31, 2010, 2009 and 2008 are included elsewhere in this filing. For further information that will help you better understand the summary data, you should read this financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes and other financial information included elsewhere in this Form 10-K. These historical results are not necessarily indicative of results to be expected for any future periods.

			Year Ended December 31,
			2010			2009			2008			2007			2006
			(in thousands)
Statement of Operations Data:
	Revenues(1)		$	254,705		$	312,796		$	376,256		$	225,742		$	83,577
	Operating expenses			225,327			262,168			319,451			188,702			66,717
	Gross profit			29,378			50,628			56,805			37,040			16,860
	Selling, general and administrative expenses			40,387			32,300			30,190			18,684			9,147
	Income (loss) from operations			(11,009	)		18,328			26,615			18,356			7,713
	Interest expense, net			(21,269	)		(18,613	)		(22,384	)		(10,745	)		(3,752	)
	Other income (expense), net(2)			(6,676	)		1,023			(6,250	)		(233	)		(125	)
	Income (loss) before income taxes			(38,954	)		738			(2,019	)		7,378			3,836
	Income tax expense			600			293			6,027			4,941			1,934
	Income (loss) after Taxes			(39,554	)		445			(8,046	)		2,437			1,902
	Net Income, attributable to noncontrolling interests			162			—			—			—			—
	Net Income (Loss), attributable to common shareholders		$	(39,716	)	$	445		$	(8,046	)	$	2,437		$	1,902
	Earnings per share:
		Basic	$	(1.44	)	$	0.05		$	(0.98	)	$	0.29		$	0.22
		Diluted(3)		(1.44	)		0.02			(0.98	)		0.09			0.08
	Weighted average shares outstanding
		Basic		27,517			8,188			8,174			8,369			8,772
		Diluted(3)		27,517			28,788			8,174			28,612			24,197
	Ratio of earnings to fixed charges(4)			—			1.03			—			1.43			1.67
	Cash Flows Data:
		Cash flows provided by (used in) operating activities	$	115,842		$	80,396		$	41,113		$	12,956			(2	)
		Cash flows used in investing activities		(212,732	)		(53,280	)		(84,699	)		(83,554	)		(73,494	)
		Cash flows provided by (used in) financing activities		108,101			(40,534	)		57,110			51,011			104,819
	Balance Sheet Data:
		Cash and cash equivalents(5)	$	28,237		$	17,027		$	30,444		$	16,920		$	36,507
		Total assets		413,267			316,620			329,652			253,444			172,648
		Total debt, including capital leases(6)		218,344			171,953			213,990			130,366			63,979
		Total liabilities		311,410			252,691			267,042			183,399			97,034
		Total stockholders' equity		101,857			63,928			62,610			70,045			75,613

(1)

Includes $134.9 million, $24.5 million and $25.0 million in recognized revenues generated from Multi-client services in the years ended December 31, 2010, 2009 and 2008, respectively.

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(2)

Includes unrealized gain (loss) on derivative instruments, foreign exchange gain (loss), loss on extinguishment of debt, other income (expense) and gains and losses on sales of assets.

(3)

For the years 2010 and 2008, diluted and basic are the same due to the net loss for those years.

(4)

The ratio of earnings to fixed charges was computed by dividing the sum of our earnings before income taxes and fixed charges by fixed charges. Fixed charges consist of all interest and one third of the total of rent, marketing data services, maintenance and equipment rental expenses (considered representative of the interest factor). For the year ended December 31, 2010 there was a coverage deficiency of $39 million.

(5)

Cash and cash equivalents do not include restricted cash investments of approximately $2.4, $5.3 million, $7.6 million, $2.4 million and $0 at December 31, 2010, 2009, 2008, 2007 and 2006, respectively.

(6)

Excludes unamortized original issue discount of approximately $5.6 million, $2.1 million, $2.4 million, $0 and $0 at December 31, 2010, 2009, 2008, 2007, 2006.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the "Selected Financial Information" section of this annual report and our consolidated financial statements and the related notes and other financial information included elsewhere in this annual report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under "Risk Factors" and elsewhere in this annual report, which are incorporated herein by reference.

Overview

        We provide an integrated suite of seismic data solutions to the global oil and gas industry, including our high resolution RG-3D Reservoir Grade™ ("RG3D") seismic solutions. Our seismic data solutions consist primarily of seismic data acquisition, microseismic monitoring, data processing and interpretation services. Through these services, we deliver data that enable the creation of high resolution images of the earth's subsurface and reveal complex structural and stratigraphic details. These images are used primarily by oil and gas companies to identify geologic structures favorable to the accumulation of hydrocarbons, to reduce risk associated with oil and gas exploration, to optimize well completion techniques and to monitor changes in hydrocarbon reservoirs. We integrate seismic survey design, data acquisition, processing and interpretation to deliver enhanced services to our clients. In addition, we own and market a growing seismic data library and license this data to clients on a non-exclusive basis.

        We provide seismic data acquisition for land, transition zone and shallow marine areas, including challenging environments such as marshes, forests, jungles, arctic climates, mountains and deserts worldwide. Our management team has significant operational experience in most of the major U.S. shale plays, including the Haynesville, Barnett, Bakken, Fayetteville, Eagle Ford and Woodford, where we believe our high resolution RG3D seismic solutions are particularly well-suited.

        Our seismic solutions are used by many of the world's largest and most technically advanced oil and gas exploration and production companies, including national oil companies ("NOCs") such as Oil and Natural Gas Corporation Limited ("ONGC") and Ecopetrol S.A. ("Ecopetrol"), major integrated oil and gas companies ("IOCs") such as BP p.l.c. ("BP"), ConocoPhillips Company ("ConocoPhillips") and Exxon Mobil Corporation ("ExxonMobil"), and independent oil and gas exploration and production companies such as Anadarko Petroleum Corporation ("Anadarko"), Apache Corporation, and Chesapeake Energy Corporation ("Chesapeake").

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        We currently own approximately 162,000 recording channels. Our recording channels and systems are interoperable providing operational scalability and efficiency, enabling us to execute on large and technologically complex projects.

        We primarily generate revenues by providing Proprietary Services and Multi-client Services to our clients. Our Proprietary Services generate revenues by conducting geophysical surveys for our clients on a contractual basis where our clients generally acquire all rights to the seismic data obtained through such survey. We also generate revenues by providing microseismic monitoring, data processing and interpretation services. Our Multi-client Services generate revenues by selling licenses, on a non-exclusive basis, to data we own as a part of our seismic data library.

Key Accomplishments

        We have grown at a rapid pace since commercial operations began in May 2005, finishing 2010 with $254.7 million in revenues. During this period, we continued to expand not only our operational capabilities but also our service offerings to include land, transition zone and shallow marine seismic data acquisition, processing and interpretation services and Multi-client Services. Other recent highlights include:

•

Cash flow from Operations was $115.8 million in 2010 compared to $80.4 million in 2009.

•

Increasing our backlog to approximately $265 million as of December 31, 2010 compared to $153 million as of December 31, 2009.

•

Increasing our Seismic Data Library to approximately 3,700 square miles as of December 31, 2010 compared with approximately 900 square miles as of the end of year 2009.

•

Launching our Brazilian operations during 2010 with a program for Petra Energia S.A for an onshore seismic data acquisition project in the São Francisco Basin of Minas Gerais, Brazil.

How We Generate Our Revenues

        We generate revenues by providing Proprietary Services and Multi-client Services to our clients. Proprietary Services revenues represented 47% and 92% of our revenues for the years ended December 31, 2010 and December 31, 2009, respectively. Multi-client Services revenues represented 53% and 8% of our revenues for the years ended December 31, 2010 and December 31, 2009, respectively.

        Proprietary Services.    We generate revenues by conducting geophysical surveys for our clients on a contractual basis where our clients generally acquire all rights to the seismic data obtained through such survey. We also generate revenues by providing microseismic monitoring, data processing and interpretation services.

        Most of our Proprietary Services, microseismic monitoring, data processing and interpretation services business is obtained through competitive bidding. We generally require approximately 30 days of preparation and diligence in order to prepare and submit a bid in response to a request for proposal. In certain circumstances, various factors, such as the difficulty of the terrain involved or remoteness of the survey area, may require considerably more time to prepare and submit a bid. Our clients usually ask us to quote a "turnkey" rate for each completed unit of recorded data, or they may ask for a "term rate" bid. When we perform work on a turnkey basis a defined amount and scope of work is provided by us for a fixed price and extra work, which is subject to client approval, is billed separately, whereas when we perform work on a term rate basis, one of our seismic crews is hired for a fixed fee per day. Current market conditions drive our portfolio of outstanding contracts in terms of pricing (turnkey, term rate or a combination of the two). We also enter into contracts that combine different pricing elements, such as a term rate contract with bonus incentives for early completion or

35

achievement of certain performance metrics to maximize the economic incentives for both us and our client.

        We have entered into master service agreements with many of our clients. These agreements specify payment terms, establish standards of performance and allocate certain operational risks through indemnity and related provisions and are supplemented on a project-by-project basis with pricing terms and other project-specific terms. Revenues from our Proprietary Services segment are recognized when they are realizable and earned as services are performed based on the proportionate performance method. We defer unearned revenues until earned, and recognize losses in full when they occur.

        Our contracts typically provide that we remain responsible for the majority of costs and expenses associated with a particular project. We seek to manage the risk of delays through the inclusion of "standby rate" provisions. These provisions are included in most of our contracts and require payment to us of a reduced rate for a limited amount of time if we are unable to record seismic data as a result of weather conditions or certain other factors outside our control. The pricing for any Proprietary Services, microseismic monitoring, data processing and interpretation services project is primarily determined by the data quality requirement, resolution, program parameters, complexity and conditions including the timing, location and terrain and equipment required to complete the project.

        Multi-client Services.    We generate Multi-client revenues by granting a license to seismic data. This allows our clients to have access to seismic data at a cost that is generally less than acquiring data on a proprietary basis. We believe that revenues from our Multi-client Services will continue to grow as a percentage of our U.S. revenues. Our Multi-client Services differ from our Proprietary Services projects in that we set the specifications of the program, generally handle all aspects of the seismic data acquisition and maintain ownership of the seismic data and its corresponding revenue stream. The seismic data sets that we have acquired through our Multi-client Services are included in our seismic data library.

        Revenues under our arrangements are generated as pre-funding commitments ("pre-commitments"), late sales and/or data swaps, or a combination thereof, from the licensing of Multi-client data. The terms of the license typically set pricing on a per square mile basis, specify a defined survey area, and include limitations on transferability of the underlying data. We retain ownership of the seismic data acquired and licensed in Multi-client Services which remains available for late sales. Generally, we target pre-commitments of approximately 80% of our expected investment in the program. We may receive additional cash amounts as certain project milestones are reached. The cash inflows from these payments generally correspond to the timing of our cash expenses on a project.

        We believe that offering seismic data acquisition projects in a Multi-client structure and licensing the data from our library is not only an effective business strategy in times of high capital spending, but also during times of industry-wide reductions in capital expenditures. The efficiencies we create by acquiring Multi-client seismic surveys allow oil and gas exploration companies to acquire seismic data at a lower cost. The Multi-client library also offers clients the opportunity to acquire data over a larger area than would otherwise be readily available to them. By acquiring data that relates to areas beyond the scope of their current holdings, our clients are better able to understand the attributes of the subsurface formations contained in their current holdings. This additional data also may assist our clients in assessing whether to acquire adjacent as yet not leased properties. Additionally, by purchasing a final product, our clients avoid the risk of incurring cost over-runs or liability as a result of the occupational health and safety hazards inherent in the process of seismic data acquisition.

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        The following table summarizes data for our Multi-client Services:

	Year Ended December 31,
	2010		2009		2008
Multi-client Services revenue	$	134.9	$	24.5	$	25.0
Cash investment		170.8		34.4		25.2
Capitalized depreciation(1)		20.4		3.7		3.0
Non-cash data exchange		10.0		8.9		—
Total Investment in Multi-client library	$	201.2	$	47.0	$	28.2

	December 31,
	2010		2009		2008
Cumulative total investment in Multi-client Services	$	276.4	$	75.2	$	28.2
Less: accumulated amortization of Multi-client library assets		130.5		37.8		19.1
Multi-client net book value (at period end)	$	145.9	$	37.4	$	9.1

(1)

Represents capitalized cost of the equipment owned and leased by us and utilized in connection with a Multi-client seismic shoot.

How We Evaluate Our Operations

        We evaluate our land, transition zone and shallow marine projects on a project basis and as a whole using similar performance metrics. In addition, our management utilizes a variety of financial and productivity metrics to analyze and monitor our performance. These metrics include, but are not limited to, the following:

•

safety performance rates;

•

selling, general and administrative expenses ("SG&A") as a percentage of revenues;

•

our EBIT in absolute terms and as a percentage of revenues; and

•

the level of pre-commitment funding for our Multi-client projects.

        The information generated using the foregoing metrics is an important part of our operational analysis. We apply these metrics to monitor operations separately for each of our projects and analyze trends to determine the relative performance of each. We seek to have strong centralized financial analysis and controls to allocate our crews, combined with local decision-making and flexibility in the delivery of services to maximize client satisfaction.

Recent Trends Affecting Our Business

        The seismic data services industry historically has been cyclical. Volatility in oil and gas prices can produce significant changes in the demand for seismic services and the prices seismic contractors can negotiate for their services. Oil and gas exploration, development, exploitation and production spending levels traditionally have been heavily influenced by expected future prices of oil and natural gas. Prior to mid-2008, the oil and gas industry saw significant increases in activity resulting from high commodity prices for oil and natural gas. We benefited from this increased spending.

        However, during the period from mid-2008 through mid-2009, oil and natural gas prices declined significantly, which resulted in significant curtailments in capital expenditures by independent oil and gas companies, including spending for seismic data acquisition services. Accordingly, we experienced a decline in the revenues of our business.

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        More recently, in connection with increases in crude price levels, there have been planned increases in capital expenditures by oil and gas companies throughout the world. We expect the increases in capital expenditure spending to result in increased demand for seismic services.

        Within the North American market, we have continued to observe a trend toward seismic data programs being focused on unconventional resource plays (shales). We believe that a continuation of that trend will result in seismic services contracts being structured on a Multi-client basis. We have not yet observed a similar trend in overseas markets where we currently expect proprietary services will continue to constitute the majority of the services we provide.

Financial Operations Overview

        Revenues.    A portion of our revenues are generated from either large projects or multiple projects from a limited number of clients. As a result, a small number of clients typically represent a significant amount of our revenues in any particular period. For the year ended December 31, 2010, we had one client which represented more than 10% of our revenues. Because we work on different projects for various clients on a regular basis, it is not uncommon for our top clients to change from year to year.

        The table below presents for the years ended December 31, 2010, 2009 and 2008, our revenue concentration in our clients, representing 10% or more of our revenues.

	Year Ended December 31,
% of Total Revenues	2010			2009			2008
Largest client		16	%		37	%		13	%
Second largest client(1)		9	%		16	%		11	%
Third largest client(1)		9	%		11	%		9	%
Top three clients		34	%		64	%		33	%

(1)

Less than 10% presented for comparison purposes in this table.

        Revenues generated from our international operations are primarily attributable to providing Proprietary Services. Since December 31, 2007, the percentage of revenues that we derive from international operations has increased from 30% for the year ended December 31, 2007 to 43% for the year ended December 31, 2010. We believe the international seismic data services market continues to provide significant growth opportunities.

        Operating Expenses.    Our operating expenses are primarily a function of our seismic data recording crew count, make-up and utilization levels on a project-by-project basis. Our productivity depends largely on the equipment utilized, seismic survey design, operating efficiency and external factors such as weather and third party delays. Our seismic data acquisition services are performed outdoors and are therefore subject to seasonality. Shorter winter days, competing uses of land and adverse weather negatively affects our ability to provide services in certain regions. In order to minimize the effect of seasonality on our assets, we have diversified our operations in a manner such that our equipment is mobile between regions and countries and our common-platform equipment also works to improve crew productivity by allowing us to move equipment and people between crews as needed with minimal compatibility issues. Certain costs, such as equipment rentals and leases, depreciation, certain labor, some repair and maintenance, and interest payments, are fixed and are incurred regardless of utilization, and account for a significant percentage of our costs and expenses. Accordingly, downtime or low productivity resulting from weather interruptions, reduced demand, equipment failures or other causes can result in significant operating losses, which affects our profitability.

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        SG&A.    SG&A expenses increased as a result of becoming a public company along with the addition of personnel and expenses to facilitate the company's growth, such as that the SG&A expenses at the end of 2010, 2009 and 2008 were $40.4 million, $32.3 million and $30.2 million, respectively. Increased costs attributable to becoming a public company include the cost of increased accounting support services, filing annual and quarterly reports with the SEC, investor relations, directors' expenses, directors' and officers' insurance and registrar and transfer agent fees, which we expect to continue to incur on an ongoing basis. As we made our initial public offering of securities in the second quarter of 2010, our consolidated financial statements for the year ended 2010 reflect the effect of a portion of these increased expenses and affect the comparability of our consolidated financial statements for prior periods.

        Taxes.    Our effective tax rate has varied widely in prior periods, and has trended significantly higher than the U.S. federal statutory tax rate of 35% for a number of reasons, including state income tax liabilities, the disallowance of certain contractor per-diem payments and other expenses for tax purposes, and valuation allowances provided for losses incurred in certain foreign jurisdictions. In addition, as a result of our operations in various foreign jurisdictions, we are subject to a number of different tax regimes that have significantly affected our effective tax rates in some cases. For example, in some countries we are subject to a withholding tax on our revenues regardless of our profits.

        We expect that our overall effective tax rate in future periods will generally trend modestly higher than the U.S. federal statutory rate. However, we cannot assure you that our effective tax rate will decline. We could experience significantly higher effective rates in different periods as a result of the factors described above.

        As of December 31, 2010, we had approximately $91.5 million in U.S. net operating loss ("NOL") carry forwards and foreign NOL carry forwards of $57.2 million. The U.S. NOLs have a carry forward period of 20 years and expire in 2028 through 2030 if not utilized. The foreign NOLs have carry forward periods of up to 10 years, with the earliest expiration in 2012.

        Gross Profit Margin.    Our gross profit margins for the years ended December 31, 2010, 2009 and 2008 were 12%, 16% and 15%, respectively. The gross profit margin decrease in 2010 is primarily attributable to lower revenue base against the two previous years. The margins from our international operations has been adversely affected by the initial costs associated with the development and expansion of our international operations, such as the establishment of branch offices, marketing alliances and the mobilization of equipment and personnel to overseas locations. In addition, equipment failures and additional regulatory requirements have contributed to lower margins for our international operations. Although the profitability of our international operations will continue to be adversely affected by factors not present in our domestic operations, we believe the profitability of our international operations will increase as we complete the expenditures necessary to establish our international operations.

        Backlog.    Our backlog consists of contracted seismic data acquisition and Multi-client unrecognized pre-commitments. Our estimated backlog as of December 31, 2010 was approximately $265 million as compared to approximately $153 million as of December 31, 2009. Backlog estimates are based on a number of assumptions and estimates including assumptions related to foreign exchange rates and proportionate performance of contracts and our valuation of assets, such as seismic data, to be received by us as payment under certain agreements. The realization of our backlog estimates are further affected by our performance under term rate contracts, as the early or late completion of a project under term rate contracts will generally result in decreased or increased, as the case may be, revenues derived from these projects. Contracts for services are occasionally modified by mutual consent and may be cancelable by the client under the circumstances described in "Business—Narrative Description of Business—Service Contracts." Consequently, backlog as of any particular date may not be indicative of actual operating results for any future period. See "Risk Factors—Our backlog

39

estimates are based on certain assumptions and are subject to unexpected adjustments and cancellations and thus may not be timely converted to revenues in any particular fiscal period, if at all, or be indicative of our actual operating results for any future period."

Critical Accounting Policies and Estimates

        Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, such as backlog. We continually evaluate our judgments and estimates in determining our financial condition and operating results. Estimates are based upon information available as of the date of the consolidated financial statements and, accordingly, actual results could differ from these estimates, sometimes materially. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and operating results and require management's most subjective judgments. The most critical accounting policies and estimates are described below.

Revenue Recognition

        Proprietary Services.    Our Proprietary Services are provided under cancelable service contracts, which vary in terms and conditions. We recognize revenue in accordance with the terms of the contract. These contracts are "turnkey" or "term" agreements or a combination of the two. Under turnkey agreements, we recognize revenue based upon quantifiable measures of progress, such as square miles or linear kilometers of data acquired. Under term agreements, period revenue is recognized on a day-rate basis. Under certain contracts where the client pays separately for the mobilization of equipment to the project site, we recognize these mobilization fees as revenue during the performance of the seismic acquisition, using the same quantifiable measures of progress as for the acquisition work. We also receive reimbursements for certain other out-of-pocket expenses under the terms of our service contracts. We record amounts billed to clients in revenues as the gross amount including out-of-pocket expenses that are reimbursed by the client. In some instances, customers are billed in advance of services performed which we recognize as deferred revenues.

        Multi-client Services.    Revenues are recorded under our arrangements from the licensing of our Multi-client data as pre-commitments, late sales and/or data swap transactions. Once a contract is signed, it will be classified as a pre-commitment, or a late sale and the entire contract will follow revenue recognition as transcribed below.

        Revenues from the creation of our multi-client projects are recognized when (i) we have an arrangement with the customer that is validated by a signed contract, (ii) the sales price is fixed and determinable, (iii) collection is reasonably assured, and (iv) delivery, as defined in the below paragraph, has occurred. When the above criteria has been satisfied, we recognize revenue using the proportionate performance method based upon quantifiable measures of progress such as square mile or linear kilometer of data acquired.

        Revenues associated from a data swap transaction are recognized as a pre-commitment or late sale when (i) we have an arrangement with the customer that is validated by a signed contract, (ii) the value is determined according to GGS policy, and (iii) the asset exchanged for has been received. Delivery is defined as "data is made available to the customer to view".

        If the data is subject to any incremental processing, we hold back a portion of the revenue to be recognized upon the delivery of the processed data to the customer. This hold back is calculated as a percentage of the data processing cost remaining to complete over the entire cost of the project.

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        Pre-Commitment Revenues.    Pre-Commitments represent one classification of Multi-client revenue. Pre-commitment revenues are contractual obligations whereby a client commits funds in advance of our acquisition of seismic data. In return for these pre-commitments, our clients typically have some input with respect to project specifications and receive preferential pricing. We record pre-commitment payments as deferred revenue when they are received and record them as revenue on the basis of proportionate performance.

        Late Sale Revenues.    Late Sales represent another classification of Multi-Client revenues. For any contract, if all or any portion of the data has been acquired by the company and it can be made available to view by the customer, it will be classified as a late sale. For late sale contracts any portion associated with data which has not been acquired will be deferred and recognized as revenue on the basis of proportionate performance.

        We establish amortization rates based on the estimated future revenues (both from pre-commitments and late sales) on an individual survey basis. The underlying estimates that form the basis for the sales forecast depend on historical and recent revenue trends, oil and gas prospectively in particular regions, general economic conditions affecting our customer base, expected changes in technology and other factors. The estimation of future cash flows and fair value is highly subjective and inherently imprecise. Estimates can change materially from period to period based on many factors, including those described in the preceding paragraph. Accordingly, if conditions change in the future, an impairment loss may be recorded relative to the seismic data library, which could be material to any particular reporting period. However, under no circumstance will an individual survey carry a net book value greater than a four-year straight-line amortized value. This is accomplished by comparing the cumulative amortization recorded for each survey to the cumulative straight-line amortization. If the cumulative straight-line amortization is higher for any specific survey, additional amortization expense is recorded, resulting in accumulated amortization being equal to the cumulative straight-line amortization for such survey. Amortization expense of the Multi-client seismic data was $92.7 million, $18.7 million and $19.1 million for the years ended December 31, 2010, 2009 and 2008, respectively.

        Allowance for Doubtful Accounts.    We estimate our allowance for doubtful accounts receivable (billed and unbilled) based on our past experience of historical write-offs, our current client base and our review of past due accounts. However, the inherent volatility of the energy industry's business cycle can cause swift and unpredictable changes in the financial stability of our clients.

        Impairment of Long-lived Assets.    In accordance with current guidance for accounting for impairment or disposal of long-lived assets, we evaluate the recoverability of property and equipment and our Multi-client data library if facts and circumstances indicate that any of those assets might be impaired. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if an impairment of such property and Multi-client data library is necessary. The effect of any impairment would be to expense the difference between the fair value of such property and its carrying value.

        For the Multi-client data library, the impairment evaluation is based first on a comparison of the undiscounted future cash flows over each component's remaining estimated useful life with the carrying value of each library component. If the undiscounted cash flows are equal to or greater than the carrying value of such component, no impairment is recorded. If undiscounted cash flows are less than the carrying value of any component, the forecast of future cash flows related to such component is discounted to fair value and compared with such component's carrying amount. The difference between the library component's carrying amount and the discounted future value of the expected revenue stream is recorded as an impairment charge. There were no impairment charges recognized in the statements of operations during the years ended December 31, 2010, 2009 and 2008.

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        Depreciable Lives of Property, Plant and Equipment.    Our property, plant and equipment are capitalized at historical cost and depreciated over the useful life of the asset. Our estimation of the useful life of a particular asset is based on circumstances that exist in the seismic industry and information available to our management at the time of the purchase of the asset. The technology of the equipment used to gather data in the seismic industry has historically evolved such that obsolescence does not occur quickly. As circumstances change and new information becomes available these estimates could change. We amortize these capitalized items using the straight-line method. Capital assets are depreciated over one to ten years depending on the classification of the asset.

        Tax Accounting.    The Company follows the current guidance in accounting for income taxes. Under the asset and liability method required by this guidance, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax asset will be reduced by a valuation allowance when, based on the Company's estimates, it is more likely than not that a portion of those assets will not be realized in a future period.

        The Company follows guidance regarding the accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before recognizing in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. Our methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining our annual effective tax rate and the valuation of deferred tax assets, which can create variance between actual results and estimates. The process involves making forecasts of current and future years' taxable income and unforeseen events may significantly affect these estimates. Those factors, among others, could have a material effect on our provision or benefit for income taxes.

        Stock-Based Compensation.    We account for stock-based compensation in accordance with current guidance, which requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. In so doing, we use the Black-Scholes-Merton option-pricing model, which requires various assumptions as to interest rates, volatility, dividend yields and expected lives of stock-based awards.

Revenues

        The following table sets forth our consolidated revenues for the periods indicated:

		Year Ended December 31,
		2010				2009				2008
		(in millions, except percentages)
Proprietary Services		$	119.8	47	%	$	288.3	92	%	$	351.3	93	%
Multi-client Services			134.9	53			24.5	8			25.0	7
	Total	$	254.7	100	%	$	312.8	100	%	$	376.3	100	%

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Revenues by Region

        The following table sets forth our consolidated revenues by region for the periods indicated:

		Year Ended December 31,
		2010				2009				2008
		(in millions, except percentages)
U.S.		$	145.7	57	%	$	180.1	58	%	$	152.8	41	%
Latin America			76.7	30			41.8	13			104.6	28
EAME(1)			7.5	3			40.0	13			77.5	20
Asia Pacific			24.8	10			50.9	16			41.4	11
	Total	$	254.7	100	%	$	312.8	100	%	$	376.3	100	%

(1)

Europe, Africa, Middle East.

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Revenues.

		Year Ended December 31,
		2010				2009
		(in millions, except percentages)
Proprietary Services		$	119.8	47	%	$	288.3	92	%
Multi-client Services			134.9	53			24.5	8
	Total	$	254.7	100	%	$	312.8	100	%

        We recorded revenues of $254.7 million for the year ended December 31, 2010 compared to $312.8 million for the year ended December 31, 2009, a decrease of $58.1 million, or 19%. The majority of this decrease is attributable to a reduction in demand for our seismic data services caused by generally lower exploration and production spending by our clients.

        We recorded revenues from Proprietary Services of $119.8 million for the year ended December 31, 2010 compared to $288.3 million for the year ended December 31, 2009, a decrease of $168.5 million, or 58%. Of this amount, the decrease related to the U.S. Proprietary operations was $144.8 million. This is primarily a result of a shift from Proprietary to Multi-client demand in the North America unconventional resource plays. In Latin America, we had $76.7 million in revenues for the year ended December 31, 2010 compared to $41.8 million for the year ended December 31, 2009, an increase of $34.9 million, largely driven by an increase in the number of our crews active in Argentina and Colombia in 2010. In EAME, during the years ended December 31, 2010 and 2009 we recorded revenues of $7.5million and $40.0 million, respectively, a decrease of $32.5 million also driven by a decrease of our crew activity primarily in Algeria during 2010. In the Asia Pacific market, revenues decreased to $24.8 million for the year ended December 31, 2010 from $50.9 million for the year ended December 31, 2009, a decrease of $26.1 million. The decrease was the result of reduced crew activity during 2010 as we completed a job in India during the first quarter of 2010.

        We recorded revenues from Multi-client Services of $134.9 million for the year ended December 31, 2010 compared to $24.5 million for the year ended December 31, 2009, an increase of $110.4 million, or 451%. The $134.9 million in Multi-client revenues included $16.4 million of late sales revenue, $109.1 million of pre-commitment revenue, and $9.4 million in data swap transactions. As of December 31, 2009, we had completed a large portion of the acquisition activities of the Multi-client surveys then underway. Total pre-commitments that had not been recognized as revenue were $137.4 million and $92.8 million as of December 31, 2010 and 2009, respectively.

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        Operating Expenses.    Operating expenses, excluding depreciation and amortization, decreased by $106.5 million, or 58%, to $77.2 million for the year ended December 31, 2010 from $183.7 million for the year ended December 31, 2009. Substantially all of the decrease in the year ended December 31, 2010 in dollar terms was the result of shift to U.S. Multi-client work, where the acquisition costs are recorded on the balance sheet and amortized when sales are recorded. In the year ended December 31, 2010 the Company capitalized Multi-client cash investments of $170.8 million compared to $34.4 million for the same period in 2009, an increase of $136.4 million.

        SG&A.    SG&A, excluding depreciation and amortization, increased by $8.2 million, or 27%, to $38.9 million for the year ended December 31, 2010, from $30.7 million for the year ended December 31, 2009. Overall compensation and employee benefits increased by $7.3 million during 2010 compared to 2009, mainly attributable to our increased effort in our Multi-client sales and marketing staff, coupled with certain added costs related to being a public company. Bad debt expense decreased by $1.0 million, to $3.1 million for the year ended December 31, 2010 from $4.1million during the same period of 2009.

        Depreciation and Amortization Expense.    Gross depreciation charges were $56.3 million for the period ending December 31, 2010 compared to $60.6 million for the same period of 2009. Of these amounts $20.4 million and $3.7 million were capitalized in connection with our Multi-client projects for 2010 and 2009, respectively. As a result of the amounts capitalized for Multi-client, the net depreciation expense reflected in operating expenses are $35.9 million and $56.9 million for 2010 and 2009, respectively.

        Gross depreciation charges decreased by $4.3 million, to $56.3 million during 2010 as some of our older equipment is becoming fully depreciated and capital investments in recent quarters has been less than our historical average.

        Multi-client amortization expense was $92.7 million for the year ended December 31, 2010, compared to Multi-client amortization of $18.7 million for the same period of 2009. Multi-client amortization increased by $74.0 million, or 396%, as a result of the increase in Multi-client Services revenues. Multi-client amortization included a charge for $4.6 million for additional amortization expense against our data library attributable to the weather related delays experienced in the first three quarters during 2010.

        Interest Expense, Net.    Interest expense, net, increased by $2.7 million, or 15%, to $21.3 million for the year ended December 31, 2010, from $18.6 million for the year ended December 31, 2009. This increase in interest expense is due in large part to borrowing costs from the issuance of $200 million, 10¹/2% senior notes.

        Other Income (Expense), Net.    Other income, net, decreased by $7.7 million to ($6.7) million for the year ended December 31, 2010 from an expense of $1.0 million for the year ended December 31, 2009. The main item driving the decrease was a $6.0 million expense attributable to the extinguishment of debt from the previous credit facility during 2010. The carrying value of the interest rate hedge held as a requirement under our previous credit facility decreased by $0.5 million, or 63% to $0.3 million at the end of December 31, 2010.

        Income Tax.    For the year ended December 31, 2010 we had an income tax expense of $0.6 million compared to an expense of $0.3 million for the year ended December 31, 2009.

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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Revenues.

		Year Ended December 31,
		2009				2008
		(in millions, except percentages)
Proprietary Services		$	288.3	92	%	$	351.3	93	%
Multi-client Services			24.5	8			25.0	7
	Total	$	312.8	100	%	$	376.3	100	%

        We recorded revenues of $312.8 million for the year ended December 31, 2009 compared to $376.3 million for the year ended December 31, 2008, a decrease of $63.5 million, or 16.9%. The majority of this decrease is attributable to a reduction in demand for our Proprietary Services caused by generally lower exploration and production spending by our clients.

        We recorded revenues from Proprietary Services of $288.3 million for the year ended December 31, 2009 compared to $351.3 million for the year ended December 31, 2008, a decrease of $63.0 million, or 17.9%. Revenues in the U.S. market increased to $180.1 million for the year ended December 31, 2009 from $152.8 million for the year ended December 31, 2008, an increase of $27.3 million driven by several large projects for major IOCs in 2009. In Latin America, we had $41.8 million in revenues for the year ended December 31, 2009 compared to $104.6 million for the year ended December 31, 2008, a decrease of $62.8 million, largely driven by a reduction in the number of crews active in 2009. In EAME during the years ended December 31, 2009 and 2008 we recorded revenues of $40.0 million and $77.5 million, respectively, a decrease of $37.5 million also driven by a reduction of our crew activity in the first three quarters of 2009. In the Asia Pacific market, revenues increased to $50.9 million for the year ended December 31, 2009 from $41.4 million for the year ended December 31, 2008, an increase of $9.5 million. The increase was the result of increased crew activity within the region during the fourth quarter of 2009.

        We recorded revenues from Multi-client Services of $24.5 million for the year ended December 31, 2009 compared to $25.0 million for the year ended December 31, 2008, a decrease of $0.5 million, or 2.0%. As of December 31, 2008, we had completed a large portion of the acquisition activities of the Multi-client surveys then underway. Total pre-commitments that had not been recognized as revenue were $9.7 million and $92.8 million on December 31, 2008 and 2009, respectively.

        For the year ended December 31, 2009, $13.4 million of our Multi-client revenues were from the recognition of pre-commitments and $11.1 million were from late sales. In 2008, all of our Multi-client Services revenues were generated through the recognition of pre-commitments and none were from late sales.

        Operating Expenses.    Operating expenses, excluding depreciation and amortization, decreased by $63.8 million, or 25.9%, to $182.9 million for the year ended December 31, 2009 from $246.7 million for the year ended December 31, 2008. Operating expenses, excluding depreciation and amortization, are closely tied to crew activity. Substantially all of the decrease in the year ended December 31, 2009 in dollar terms was the result of reduced crew operating activity during the period, as described in "Revenues" above. In addition, several large, high productivity projects underway during this period increased overall operating efficiency compared to the year ended December 31, 2008. Operating expenses, excluding depreciation and amortization, as a percentage of revenue, declined to 58.5% in 2009 from 65.6% in 2008, an improvement of 7.1%.

        SG&A.    SG&A expenses, excluding depreciation and amortization, increased by $2.5 million, or 8.6%, to $31.5 million for the year ended December 31, 2009, from $29.0 million for the year ended

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December 31, 2008. This increase is primarily from bad debt expense which increased by $4.1 million for the year ended December 31, 2009. This increase in bad debt expense was partially offset by cost reductions, mostly in corporate staff headcount, made in response to a decrease in demand for our services during this period. SG&A, excluding depreciation and amortization, net of bad debt expense, declined by $1.1 million in the year ended December 31, 2009, and represented 8.8% of revenues in 2009 compared to 7.6% of revenues in 2008.

        Depreciation and Amortization Expense.    Gross depreciation charges were $60.6 million for the period ending December 31, 2009 compared to $54.8 million for the same period of 2008. Of these amounts $3.7 million and $3.0 million were capitalized in connection with our Multi-client projects for 2009 and 2008, respectively. As a result of the amounts capitalized for Multi-client, the net depreciation expense reflected in operating expenses are $56.9 million and $51.8 million for 2009 and 2008, respectively.

        Gross depreciation charges decreased by $5.8 million, to $54.8 million during 2009 as some of our older equipment is becoming fully depreciated and capital investments in recent quarters has been less than our historical average. Multi-Client amortization expense was $18.6 million for the year ended December 31, 2009, compared to Multi-client amortization of $19.1 million for the same period of 2008, resulting in a decrease in amortization of $0.5 million.

        Interest Expense, Net.    Interest expense, net, decreased by $3.8 million, or 17.0%, to $18.6 million for the year ended December 31, 2009, from $22.4 million for the year ended December 31, 2008. This reduction in interest expense is due in large part to the $3.6 million of capitalized debt issuance costs written off and prepayment penalties incurred with the refinancing of our secured credit facilities in January 2008 and the lower interest rates resulting from lower LIBOR in 2009 as compared to 2008.

        Other Income (Expense), Net.    Other income, net, increased by $7.2 million to $1.0 million for the year ended December 31, 2009, from an expense of $6.2 million for the year ended December 31, 2008. The main item driving the increase was a $5.2 million foreign exchange loss in 2008, compared to a $0.2 million gain in 2009. The increase also includes an unrealized gain of $0.8 million on the carrying value of the interest rate hedge held as a requirement under our Existing Credit Facilities in 2009 compared to an unrealized $1.2 million loss in 2008.

        Income Tax Expense.    For the year ended December 31, 2009 we had an income tax expense of $0.3 million compared to $6.0 million for the year ended December 31, 2008.

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Results of Operations

Consolidated Results of Operations

        The following table sets forth our consolidated results of operations for the periods indicated:

		Year Ended December 31,
		2010			2009			2008
		(in millions)
Statement of Operations Information:
Revenues		$	254.7		$	312.8		$	376.3
Expenses
	Operating expenses		225.3			262.2			319.5
	Selling, general and administrative expenses		40.4			32.3			30.2
	Interest expense, net		(21.3	)		(18.6	)		(22.4	)
	Other income (expense), net(1)		(6.7	)		1.0			(6.2	)
	Income tax expense (benefit)		0.6			0.3			6.0

(1)

Includes unrealized gain (loss) on derivative instruments, foreign exchange gain (loss), loss on extinguishment of debt, and other income (expense) and gains and losses on assets.

Liquidity and Capital Resources

        Our primary sources of liquidity are cash generated from revenues by the Proprietary Services and Multi-client Services we provide to our clients, prepayments from clients, debt and equity offerings, our revolving credit facility, and equipment financings such as capital leases.

        As of December 31, 2010, we had available liquidity as follows:

(Amounts in millions)	December 31, 2010
Available cash	$	28.2
Undrawn borrowing capacity under Revolving Credit Facility		35.0
Net available liquidity	$	63.2

        Our primary uses of capital include the acquisition of seismic data recording equipment, seismic vehicles and vessels, other equipment needed to outfit new crews and to enhance the capabilities of and maintain existing crews' energy sources, and investments in Multi-client data for our library. We also use capital to fund the working capital required to launch new crews and operate existing crews. Our cash position, consistent with our revenues, depends to a large extent on the level of demand for our services. Historically, we have supplemented cash from operations with borrowings under our Revolving Credit Facility periodically from time to time as the need arises.

        We are also required to post letters of credit or performance bonds in connection with a number of our international seismic data acquisition contracts as security for the performance of our obligations under those contracts. As of December 31, 2010, we had no outstanding letters of credit issued under our Revolving Credit Facility. Other letters of credit totaling $2.4 million were secured with the cash identified as "Restricted cash investments" on our balance sheet as of December 31, 2010.

        For purposes of local payroll and other operating expenses we typically maintain cash balances with local banks in many of the foreign jurisdictions in which we operate. In some jurisdictions, our ability to transfer such cash balances to our U.S. based banks can require a period of weeks, or even months, due to local banking and other regulatory requirements. We do not consider the cash balances maintained in such accounts to be material.

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        The following table summarizes the net cash provided by (used in) operating, investing and financing activities for the years ended December 31, 2010 and 2009:

	Year Ended December 31,
(Amounts in millions)	2010			2009
Operating activities		115.8			80.4
Investing activities		(212.7	)		(53.3	)
Financing activities		108.1			(40.5	)

For the year ended December 31, 2010:

        Operating Activities.    We rely primarily on cash flows from operations to fund working capital for current and future operations. Net cash provided by operating activities totaled $115.8 million, $80.4 million and $41.1 million for the years ended December 31, 2010, 2009 and 2008, respectively. This resulted in an increase in operating cash flows of $35.4 million for the year ended December 31, 2010 compared to the year ended December 31, 2009. The net (loss) income, attributable to common shareholders resulted in a use of cash of $40.2 million, as well as capitalized depreciation used $16.6 million of cash from operations. Our deferred revenue balance resulted in a use of cash during 2010 of $30.3 million as the pre-billings from our Multi-client projects from 2009 were booked into revenue during 2010. This was offset primarily from the depreciation and amortization change of $69.5 million and the loss on extinguishment of debt of $6.0 million during 2010, a combination of an increase to cash flow from operations of $75.5 million during 2010. The change in accounts receivable increased by $13.3 million year over year, primarily from better collections, as our Days Sales Outstanding ("DSO") improved by nine days over 2009. Accounts payable and accrued expenses were $3.7 million in 2010 as compared to ($1.8) million in 2009, resulting in an increase to cash flows from operations of $5.5 million. Also contributing to the increase in cash flow from operations during 2010 was a combination of income and other taxes receivable of $11.1 million and income and taxes payable of $10.6 million, a difference of $21.7 million as compared to 2009.

        Investing Activities.    Cash used in investing activities totaled $212.7 million, $53.3 million and $84.7 million for the years ended December 31, 2010, 2009 and 2008, respectively. The $159.5 million increase in cash used in investing activities in 2010 as compared to 2009 is primarily the result of an increase in capital equipment purchases of $18.8 million, and a $136.4 million in increase in investment in Multi-client library in 2010 compared to 2009. There was also an increase of $6.7 million from our purchase of new business during 2010.

        Investing activities in the years ended December 31, 2010, 2009, and 2008 consisted primarily of the acquisition of new seismic data recording equipment, seismic energy sources, vehicles and vessels, and other equipment needed to outfit new and existing crews. Investments in our Multi-client seismic data library, totaled $170.8 million and $34.4 million for the years ended December 31, 2010 and 2009, respectively. In addition, we financed $5.4 million, $3.1 million and $11.1 million of equipment through capital leases and accounts payable in the years ended December 31, 2010, 2009, and 2008, respectively. These are included on our statements of cash flows and the notes to our consolidated financial statements under the heading "Note 16—Supplemental Cash Flow Information." Investing activities in 2011 are expected to consist primarily of investments in our Multi-client seismic data library and

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equipment purchases. The following table sets forth our investment in our Multi-client library for the period indicated:

	Year Ended December 31,
(Amounts in millions)	2010		2009
Cash investment in Multi-client library assets		170.8		34.4
Capitalized depreciation(1)		20.4		3.7
Non-cash data exchange		10.0		8.9

	At December 31,
	2010		2009
Total capitalized investment at cost (cumulative, at period end)	$	276.4	$	75.2
Less: Accumulated amortization of Multi-client library assets		130.5		37.8
Multi-client net book value (at period end)	$	145.9	$	37.4

(1)

Represents capitalized cost of the equipment, owned or leased, and utilized in connection with Multi-client seismic acquisition.

        Financing Activities.    Financing activities increased by $148.6 million in cash in the year ended December 31, 2010. In the years ended December 31, 2009 and 2008, financing activities used $40.5 million and generated $57.1 million in cash, respectively. Financing activities in 2010 consisted of our initial public offering and the sale of our $200 million 10¹/2% senior notes due 2017 (see below).

        Please see our consolidated financial statements presented elsewhere in this annual report for more information on our operating, investing, and financing cash flows.

        Capital Resources.    In connection with the closing of our initial public offering and the sale of our $200 million 10¹/2% senior notes due 2017 on April 27, 2010 (described below), we repaid all outstanding borrowings under a $150.0 million First Lien Credit Agreement, dated January 16, 2008, with Credit Suisse, as administrative agent and collateral agent, and a $50.0 million second lien term loan agreement, dated January 16, 2008, with Credit Suisse, as administrative agent and collateral agent, and a construction loan agreement, dated February 13, 2008, and subsequently amended on August 28, 2009, with Citibank, N.A. (total available borrowing capacity of $5.4 million) which provided financing of the construction of our Missouri City headquarters facility. These repayments resulted in the termination of each of these borrowing arrangements. The prepayment of our construction loan resulted in the incurrence of $0.2 million in prepayment penalties. In addition, we repaid all outstanding capital lease commitments.

        On April 22, 2010, we entered into a Purchase Agreement with Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as representatives of the initial purchasers (the "Initial Purchasers"), relating to the offer and sale by us of $200 million aggregate principal amount, 10¹/2% senior notes due May 1, 2017 (the "Notes"). We received net proceeds from the offering of approximately $188.1 million after deducting the Initial Purchasers' discounts, offering expenses and original issue discount. The issuance of the Notes occurred on April 27, 2010. The Notes were offered and sold to the Initial Purchasers and resold only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and in offshore transactions in reliance on Regulation S under the Securities Act.

        On April 27, 2010, we completed an initial public offering of our shares on the New York Stock Exchange. The net proceeds from this offering were approximately $76.4 million after deducting

49

underwriting discounts, fees and offering expenses. As described in our final prospectus dated April 22, 2010 (the "Prospectus") contained in our Registration Statement on Form S-1 (File No. 333-162540), we used the net proceeds of the offering to pay down indebtedness and the remaining proceeds were used for anticipated capital expenditures and general working capital purposes. We did not receive any of the proceeds from the sale of the Common Stock sold by the selling stockholders.

        On April 30, 2010, we completed the closing of a new revolving credit facility under the terms of a Credit Agreement (the "Revolving Credit Facility") with Bank of America, N.A., as administrative agent for each lender party to the Revolving Credit Facility. Our Revolving Credit Facility provides for borrowings of up to $50.0 million. The loans under our Revolving Credit Facility bear interest at a rate equal to LIBOR plus the Applicable Rate or the Base Rate plus the Applicable Rate. The Base Rate is defined as the higher of (x) the prime rate and (y) the Federal Funds rate plus 0.50%. The Applicable Rate is defined as a percentage determined in accordance with a pricing grid based upon our leverage ratio, that will decline from LIBOR plus 4.00% or the prime rate plus 3.00% to a minimum rate equal to LIBOR plus 3.50% or the prime rate plus 2.50%. We are able to prepay borrowings under our Revolving Credit Facility at any time without penalty or premium, subject to reimbursement of the lenders' breakage and redeployment costs in the case of prepayment of LIBOR borrowings. We also will pay a commitment fee of 0.75% per annum on the actual daily unused portions of the Revolving Credit Facility.

        Capital Expenditures.    Capital expenditures for the years ended December 31, 2010, 2009 and 2008 were $246.5 million, $71.2 million and $89.1 million, respectively. The $246.5 million capital expenditures in 2010 consisted of $45.3 million for equipment upgrades for existing crews, and $201.2 million invested in our Multi-client library, comprised of a cash investment of $170.8 million, $20.4 million in capitalized depreciation, and $10.0 million in non cash data exchange. In 2009, we invested $47.0 million in our Multi-client library, comprised of $34.4 million in cash investment, $3.7 million in capitalized depreciation and $8.9 million of non-cash data exchange.

        We expect to spend approximately $30 to $40 million on capital expenditures, (excluding capital expenditures related to our Multi-client Services) for property, plant and equipment in 2011, of which approximately $10 to $15 million is expected to be allocated to the expansion of our facilities and equipment. The remaining 2011 capital expenditures budget is expected to be allocated to the development and purchase of additional equipment, including the development of land and seafloor nodal technologies. We expect that our capital budget for 2011 will increase to include expenditures with respect to our Multi-client Services, subject to the demands of our clients to expand current Multi-client projects and opportunities to initiate and develop new Multi-client projects.

        We continuously reevaluate our capital budget based on market conditions and other factors and may defer or accelerate capital expenditures depending on market conditions or our ability to obtain capital on attractive terms. Depending on the market demand for seismic services or other growth opportunities that may arise, we may require additional debt or equity financing.

        We believe that our current working capital, projected cash flow from operations, and available amounts under our credit facilities will be sufficient to meet our capital requirements for our existing operations for the next 12 months. Although we expect to continue generating positive cash flow from our operations, events beyond our control may affect our financial condition or results of operations. These events include, but are not limited to, a significant drop in prices for oil and natural gas and a corresponding drop in demand for our services.

Off Balance Sheet Arrangements

        We had no off-balance sheet arrangements for the year ended December 31, 2010.

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Contractual Obligations

        The following table summarizes the payments due in specific periods related to our contractual obligations as of December 31, 2010:

		Payments Due by Period
		Total		Within 1 Year		1 - 3 Years		3 - 5 Years		After 5 Years
		(in millions)
Long-term debt obligations		$	218.3		3.3		15.0		0.0		200.0
Operating lease obligations			2.7		1.8		0.7		0.2		0.0
Purchase obligations(1)			0.7		0.7		0.0		0.0		0.0
	Total	$	221.7		5.8		15.7		0.2		200.0

(1)

Represents an option to purchase from a former employee 46,794 shares of common stock at $15 per share.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risks

        In the normal course of operations, we are exposed to market risks primarily from credit risk, changes in interest rates and foreign currency exchange rate risks.

Credit Risk

        Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of unsecured trade receivables. In the normal course of business, we provide credit terms to our customers. Accordingly, we perform ongoing credit evaluations of our customers and maintain allowances for possible losses which, when realized, have been within the range of our expectations. We believe that our unreserved trade receivables at December 31, 2010, are collectible and our allowance for doubtful accounts is adequate.

        We generally provide services to a relatively small group of key customers that account for a significant percentage of our accounts receivable at any given time. Our key customers vary over time. We extend credit to various companies in the oil and natural gas industry, including our key customers, for the acquisition of seismic data, which results in a concentration of credit risk. This concentration of credit risk may be affected by changes in the economic or other conditions of our key customers and may accordingly impact our overall credit risk.

        We have cash in bank and restricted cash which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts.

Interest Rate Risk

        Fluctuations in the general level of interest rates on our current and future fixed and variable debt obligations expose us to market risk. We are vulnerable to significant fluctuations in interest rates affecting our adjustable rate debt, and any future refinancing of our fixed rate debt and our future debt. At December 31, 2010, we were exposed to interest rate fluctuations on our credit facilities carrying variable interest rates.

Foreign Currency Exchange Rate Risk

        We currently conduct business in many foreign countries. As a company that derives a substantial amount of our revenue from sales internationally, we are subject to risks relating to fluctuations in currency exchange rates. Fluctuations in the exchange rate of the U.S. dollar against such other currencies have had in the past and can be expected in future periods to have a significant effect upon our results of operations.

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        While we attempt to reduce the risks associated with such exchange rate fluctuations, we cannot provide assurance that we will be effective in doing so or that fluctuations in the value of the currencies in which we operate will not materially affect our results of operations in the future.

Inflation Risk

        We do not believe that inflation has had a significant impact on our business, financial condition, or results of operations during the most recent three years.

Item 8.    Financial Statements and Supplementary Data

        Our Annual Consolidated Financial Statements, Notes to Consolidated Financial Statements and the reports of UHY LLP ("UHY"), our independent registered public accounting firm, with respect thereto, referred to in the Table of Contents to Consolidated Financial Statements, appear beginning on page F-1 of this document and are incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

Item 9A.    Controls and Procedures

Disclosure controls and procedures

        In order to ensure that the information we must disclose in our filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis, our management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on their evaluation as of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. It should be noted that any system of controls, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of any control system is based in part upon certain judgments, including the costs and benefits of controls and the likelihood of future events. Because of these and other inherent limitations of control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

Changes in internal control over financial reporting

        There have been no changes in our internal control over financial reporting that occurred during the period ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting. The Company's internal controls exist within a dynamic environment and we continually strive to improve our internal controls and procedures to enhance the quality of our financial reporting.

Item 9B.    Other Information

        None.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

        The information required by this Item is set forth under the heading "Directors, Executive Officers and Corporate Governance" in our 2011 Proxy Statement to be filed with the Securities and Exchange Commission ("SEC") in connection with the solicitation of proxies for our 2011 Annual Meeting of Shareholders ("2011 Proxy Statement") and is incorporated herein by reference. Such 2011 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.

Item 11.    Executive Compensation

        The information required by this Item is set forth under the headings "Executive Compensation" and "Compensation Discussion and Analysis" in our 2011 Proxy Statement and is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        The information required by this Item is set forth under the headings "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our 2011 Proxy Statement and is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions and Director Independence

        The information required by this Item is set forth under the heading "Review, Approval or Ratification of Transactions with Related Persons" in our 2011 Proxy Statement and is incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services

        The information required by this Item is set forth under the heading "Fees Paid to Auditors" in our 2011 Proxy Statement and is incorporated herein by reference.

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)   List of documents filed as part of this Report

(1)

Consolidated Financial Statements: See Index to Consolidated Financial Statements on page F-1

(2)

Financial Statement Schedules

        All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

(b)   Exhibits required by Item 601 of Regulation S-K

        The information required by this Item is set forth on the Exhibit Index that follows the signature page of this Report.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GLOBAL GEOPHYSICAL SERVICES, INC.
Date: March 18, 2011	By:	/s/ RICHARD A. DEGNER Richard A. Degner President and Chief Executive Officer
Date: March 18, 2011	By:	/s/ P. MATHEW VERGHESE P. Mathew Verghese Senior Vice President and Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ RICHARD A. DEGNER Richard A. Degner	President and Director (Chief Executive Officer and Principal Executive Officer)	March 18, 2011
/s/ P. MATHEW VERGHESE P. Mathew Verghese	Senior Vice President (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer)	March 18, 2011
/s/ THOMAS J. FLEURE Thomas J. Fleure	Senior Vice President, Geophysical Technology and Director	March 18, 2011
/s/ DAMIR S. SKERL Damir S. Skerl	Director	March 18, 2011
/s/ MICHAEL C. FORREST Michael C. Forrest	Director	March 18, 2011
/s/ GEORGE E. MATELICH George E. Matelich	Director	March 18, 2011
/s/ STANLEY DE JONGH OSBORNE Stanley de Jongh Osborne	Director	March 18, 2011
/s/ KARL F. KURZ Karl F. Kurz	Director	March 18, 2011

54

EXHIBIT INDEX

				Incorporated by Reference
EXHIBIT NO.			DESCRIPTION	Form File Date	Exhibit No. SEC File No.
	2.1	†	Asset Purchase Agreement, dated as of June 5, 2008, by and among Global Geophysical Services, Inc., Weinman GeoScience, Inc., WGI Sub, LLC, Barry L. Weinman and Jane L. Weinman	S-1 10/16/09	2.1 333-163540
	2.2	†	Amendment No. 1 to Asset Purchase Agreement, dated as of May 5, 2009, by and among Global Geophysical Services, Inc., Weinman GeoScience, Inc., WGI Sub, LLC, Barry L. Weinman and Jane L. Weinman	S-1 10/16/09	2.2 333-163540
	2.3	†	Amendment No. 2 to Asset Purchase Agreement, dated as of June 15, 2009, by and among Global Geophysical Services, Inc., Weinman GeoScience, Inc., WGI Sub, LLC, Barry L. Weinman and Jane L. Weinman	S-1 10/16/09	2.3 333-163540
	3.1	†	Third Amended and Restated Certificate of Incorporation dated April 26, 2010	8-K 4/27/10	3.1
	3.2	†	Amended and Restated Bylaws dated April 27, 2010	8-K 4/27/10	3.2
	4.1	†	Form of Specimen Certificate of Global Geophysical Services, Inc.	S-1 10/16/09	4.1 333-163540
	4.2	†	Warrant Agreement, dated as of March 29, 2007, by and among Global Geophysical Services, Inc., Kelso Investment Associates VII, L.P. and KEP VI, LLC	S-1 10/16/09	4.2 333-163540
	4.3	†	Plan of Recapitalization of Global Geophysical Services, Inc., dated December 18, 2009	S-1 10/16/09	4.3 333-163540
	4.4	†	Indenture dated as of April 27, 2010, among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee, and the Guarantors	8-K 4/27/10	4.1
	4.5	†	Registration Rights Agreement dated as of April 27, 2010, among the Company, the Guarantors and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as representatives of the initial purchasers	8-K 4/27/10	4.2
	4.6	††	First Supplemental Indenture, dated as of September 10, 2010, among Global MicroSeismic, Inc. (the "Guaranteeing Subsidiary"); Global Geophysical Services, Inc.; the other Guarantors (as defined in the Indenture) and The Bank of New York Mellon Trust Company, N.A., as trustee
	4.7	††	Second Supplemental Indenture, dated as of November 10, 2010, among Paisano Lease Co., Inc. and Global Eurasia, LLC (the "Guaranteeing Subsidiaries"); Global Geophysical Services, Inc.; the other Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee

55

				Incorporated by Reference
EXHIBIT NO.			DESCRIPTION	Form File Date	Exhibit No. SEC File No.
	4.8	††	Third Supplemental Indenture, dated as of December 9, 2010, among Autoseis Development Company (the "Guaranteeing Subsidiary") a wholly-owned subsidiary of AutoSeis, Inc., a wholly-owned subsidiary of Global Geophysical Services, Inc. respectively; Global Geophysical Services, Inc.; the other Guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee
	10.1	†	Multiple Advance Term Promissory Note, dated as of February 13, 2008, by and between Citibank, N.A. GGS International Holdings, Inc. and Global Geophysical Services, Inc.	S-1 10/16/09	10.1 333-163540
	10.2	†	Deed of Trust , dated as of February 13, 2008, by and between Citibank, N.A., GGS International Holdings, Inc. and Global Geophysical Services, Inc.	S-1 10/16/09	10.2 333-163540
	10.3	†	Construction Loan Agreement dated as of February 13, 2008, by and between Citibank, N.A., GGS International Holdings, Inc. and Global Geophysical Services, Inc.	S-1 10/16/09	10.3 333-163540
	10.4	†*	Amended and Restated Cooperation Agreement dated May 1, 2007, by and between Sercel, Inc. and Global Geophysical Services, Inc.	S-1 10/16/09	10.4 333-163540
	10.5	†	First Lien Credit Agreement, dated as of January 16 , 2008, by and between Global Geophysical Services, Inc. and Credit Suisse, Credit Suisse Securities (USA) LLC, Jefferies Finance LLC, Whitney National Bank and Allied Irish Banks PLC	S-1 10/16/09	10.5 333-163540
	10.6	†	Second Lien Credit Agreement, dated as of January 16 , 2008, by and between Global Geophysical Services, Inc. and Credit Suisse, certain Lenders, Credit Suisse Securities (USA) LLC and Jefferies Finance LLC	S-1 10/16/09	10.6 333-163540
	10.7	†	First Lien Collateral Agreement, dated as of January 16, 2008, by and among Global Geophysical Services, Inc., certain subsidiaries of Global Geophysical Services, Inc. and Credit Suisse	S-1 10/16/09	10.7 333-163540
	10.8	†	Second Lien Collateral Agreement, dated as of January 16, 2008, by and among Global Geophysical Services, Inc., certain subsidiaries of Global Geophysical Services, Inc. and Credit Suisse	S-1 10/16/09	10.8 333-163540
	10.9	†	First Lien Preferred Fleet Mortgage, dated as January 16 , 2008, among Global Geophysical Services, Inc. and Credit Suisse, Cayman Islands Branch	S-1 10/16/09	10.9 333-163540
	10.10	†	Second Lien Preferred Fleet Mortgage, dated January 16, 2008, among Global Geophysical Services, Inc. and Credit Suisse, Cayman Islands Branch	S-1 10/16/09	10.10 333-163540
	10.11	†	Transition Agreement, dated July 2, 2008 by and between Global Geophysical Services, Inc. and Craig A. Lindberg	S-1 10/16/09	10.11 333-163540
	10.12	†	Employment Agreement, dated as of June 5, 2008, by and between Global Geophysical Services, Inc. and Barry L. Weinman	S-1 10/16/09	10.12 333-163540

56

				Incorporated by Reference
EXHIBIT NO.			DESCRIPTION	Form File Date	Exhibit No. SEC File No.
	10.13	†	Employment Agreement dated as of June 5, 2008, by and between Global Geophysical Services, Inc. and Jane L. Weinman	S-1 10/16/09	10.13 333-163540
	10.14	†	Stockholders Agreement dated as of November 30, 2006 among Global Geophysical Services, Inc., Kelso Investment Associates VI, L.P., KEP VI, LLC, and those other parties identified therein	S-1 10/16/09	10.14 333-163540
	10.15	†	Subordinated Promissory Note issued by Global Geophysical Services, Inc. to WGI Sub, LLC as of December 10, 2008 in the amount of $6.6 million	S-1 10/16/09	10.15 333-163540
	10.16	†	Subordinated Promissory Note issued by Global Geophysical Services, Inc. to Weinman GeoScience, Inc., as of December 10, 2008 in the amount of $5.4 million	S-1 10/16/09	10.16 333-163540
	10.17	†	Letter Agreement amending Subordinated Promissory Note dated as of December 10, 2008, by and among Global Geophysical Services, Inc., and WGI Sub, LLC, as of May 5, 2009	S-1 10/16/09	10.17 333-163540
	10.18	†	Letter Agreement amending Subordinated Promissory Note dated as of December 10, 2008, by and among Global Geophysical Services, Inc., and Weinman GeoScience, Inc., as of May 5, 2009	S-1 10/16/09	10.18 333-163540
	10.19	†	Letter Agreement amending Subordinated Promissory Note dated as of December 10, 2008, as amended by Letter Agreement dated May 5, 2009, by and among Global Geophysical Services, Inc., and WGI Sub, LLC, as of June 15, 2009	S-1 10/16/09	10.19 333-163540
	10.20	†	Letter Agreement amending Subordinated Promissory Note dated as of December 10, 2008, as amended by Letter Agreement dated May 5, 2009, by and among Global Geophysical Services, Inc., and Weinman GeoScience,  Inc., as of June 15, 2009	S-1 10/16/09	10.20 333-163540
	10.21	†	Amendment No. 1 and Waiver dated as of October 30, 2009, under the First Lien Credit Agreement among Global Geophysical Services, Inc., the Lenders party thereto and Credit Suisse, as Administrative Agent and Collateral Agent	S-1 10/16/09	10.21 333-163540
	10.22	†	Amendment No. 1 and Waiver dated as of October 30, 2009, under the Second Lien Credit Agreement among Global Geophysical Services, Inc., the Lenders party thereto and Credit Suisse, as Administrative Agent and Collateral Agent	S-1 10/16/09	10.22 333-163540
	10.23	†	Employment Agreement dated effective December 24, 2009 between Global Geophysical Services, Inc. and Mathew Verghese	S-1 10/16/09	10.23 333-163540
	10.24	†	Employment Agreement dated effective December 24, 2009 between Global Geophysical Services, Inc. and Alvin L. Thomas II	S-1 10/16/09	10.24 333-163540
	10.25	†	Form of Indemnification Agreement between Global Geophysical Services, Inc. and its directors.	S-1 10/16/09	10.25 333-163540
	10.26	†	Form of Lock-up Agreement applicable to selling stockholders of Global Geophysical, Inc.	S-1 10/16/09	10.26 333-163540

57

				Incorporated by Reference
EXHIBIT NO.			DESCRIPTION	Form File Date	Exhibit No. SEC File No.
	10.27	†	Form of Lock-up Agreement applicable to officers, directors and stockholders of Global Geophysical, Inc. other than selling stockholders	S-1 10/16/09	10.27 333-163540
	10.28	†	Letter Agreement dated December 1, 2006, between Kelso & Company, L.P. and Global Geophysical, Inc.	S-1 10/16/09	10.28 333-163540
	10.29	†	Form of Incentive Stock Option Agreement	S-1 10/16/09	10.29 333-163540
	10.30	†	Form of Grant of Restricted Stock	S-1 10/16/09	10.30 333-163540
	10.31	†	Stock Repurchase Agreement dated December 29, 2009, between Richard Degner, Tom Fleure, Heidi Brown, John Degner and Global Geophysical Services, Inc.	S-1 10/16/09	10.31 333-163540
	10.32	†*	First Amendment amending Amended and Restated Cooperation Agreement dated May 1, 2007, between Global Geophysical Services, Inc. and Sercel, Inc., as of January 13, 2010,	S-1 10/16/09	10.32 333-163540
	10.33	†	First Amendment amending Stockholders Agreement between Global Geophysical Services, Inc. and certain stockholders dated November 30, 2006, as of January 13, 2010	S-1 10/16/09	10.33 333-163540
	10.34	††	Global Geophysical Services, Inc. Amended and Restated 2006 Incentive Compensation Plan, effective as of February 5, 2010
	10.35	†*	Second Amendment amending the First Amendment to the Amended and Restated Cooperation Agreement dated January 13, 2010, between Global Geophysical Services, Inc. and Sercel, Inc., as of March 5, 2010	S-1 10/16/09	10.35 333-163540
	10.36	†	Note Purchase Agreement dated as of April 22, 2010, among the Company, the Guarantors and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as representatives of the initial purchasers	8-K 8/27/10	10.1
	10.37	†	Credit Agreement dated as of April 30, 2010 by and among Global Geophysical Services, Inc. and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto	8-K 5/3/10	10.1
	10.38	††	Security Agreement dated as of April 30, 2010 by and among Global Geophysical Services, Inc. and other Debtors parties in favor of Bank of America, N.A., as Administrative Agent
	10.39	††	Supplemental No.1 dated as of September 8, 2010 to the Security Agreement dated as of April 30, 2010, among Global Geophysical Services, Inc., Global Microseismic, Inc., and Bank of America, N.A., as administrative agent

58

				Incorporated by Reference
EXHIBIT NO.			DESCRIPTION	Form File Date	Exhibit No. SEC File No.
	10.40	††	Supplemental No.2 dated as of November 12, 2010 to the Security Agreement dated as of April 30, 2010, among Global Geophysical Services, Inc., Paisano Lease Co. Inc., Global Eurasia, LLC, and Bank of America, N.A., as administrative agent
	10.41	††	Supplemental No.3 dated as of December 7, 2010 to the Security Agreement dated as of April 30, 2010, among Global Geophysical Services, Inc., Autoseis Development Company, and Bank of America, N.A. ,as administrative agent
	10.42	††	Assignment of Insurance among Global Geophysical Services, Inc. and Bank of America, N.A. dated April 30, 2010
	10.43	††	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Texas) by and from Global Geophysical Services, Inc. to Aaron Roffwarg for the benefit of Bank of America, N.A., as Administrative Agent, dated April 30, 2010
	10.44	††	First Preferred Fleet Mortgage by Global Geophysical Services, Inc. to Bank of America, N.A. dated April 30, 2010
	10.45	††	Guaranty to Bank of America, N.A. dated April 30, 2010
	10.46	††	Note payable to Citibank, N.A. dated April 30, 2010
	10.47	†	Employment Agreement dated as of October 15, 2010 between Global Geophysical Services, Inc. and Christopher P. Graham	8-K 10/21/10	10.1
	12.1	††	Statement Regarding Computation of Ratio of Earnings to Fixed Charges
	14.1	††	Global Geophysical Services, Inc. Code of Business Conduct and Ethics dated November 9, 2010
	21.1	††	List of Subsidiaries of Global Geophysical Services, Inc.
	23.1	††	Consent of UHY LP
	31.1	††	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	31.2	††	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	32.1	††	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	††	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†

Previously filed.

††

Filed herewith.

*

Confidential portions have been filed separately with the Commission.

**

To be filed by amendment.

59

GLOBAL GEOPHYSICAL SERVICES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-5
Consolidated Statements of Stockholders' Equity		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors of and Stockholders
Global Geophysical Services, Inc. and Subsidiaries
Houston, Texas

        We have audited the accompanying consolidated balance sheets of Global Geophysical Services, Inc. and Subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The Company is not required to have nor were we engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Global Geophysical Services, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the consolidated results of their operations and cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ UHY LLP

Houston, Texas
March 18, 2011

F-2

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			December 31,
			2010		2009
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	28,237,302	$	17,026,865
	Restricted cash investments			2,443,857		5,346,066
	Accounts receivable, net			69,509,391		73,568,184
	Income and other taxes receivable			6,954,864		10,159,498
	Prepaid expenses and other current assets			4,842,496		10,626,831
		TOTAL CURRENT ASSETS		111,987,910		116,727,444
MULTI-CLIENT LIBRARY, net				145,896,355		37,395,521
PROPERTY AND EQUIPMENT, net				126,963,953		140,217,953
GOODWILL AND OTHER INTANGIBLES, net				20,251,775		15,974,103
DEFERRED TAX ASSET				2,031,048		—
OTHER				6,135,459		6,304,570
TOTAL ASSETS			$	413,266,500	$	316,619,591

See accompanying notes to consolidated financial statements.

F-3

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

			December 31,
			2010			2009
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	44,058,306		$	34,272,606
	Current portion of long-term debt			3,344,261			1,983,282
	Current portion of capital lease obligations			—			1,767,353
	Income and other taxes payable			5,601,356			875,255
	Deferred revenue			47,496,895			43,545,291
	Liability on derivative instruments			—			331,163
		TOTAL CURRENT LIABILITIES		100,500,818			82,774,950
DEFERRED INCOME TAXES				—			3,826,131
LONG-TERM DEBT, net of current portion and unamortized discount				209,418,242			165,794,658
CAPITAL LEASE OBLIGATIONS, net of current portion				—			295,665
NONCONTROLLING INTERESTS				1,490,745			—
		TOTAL LIABILITIES		311,409,805			252,691,404
COMMITMENTS AND CONTINGENCIES (NOTE 15)
STOCKHOLDERS' EQUITY
	Common Stock, $.01 par value, authorized 100,000,000 and 0 shares, 45,586,215 and 0 issued and 36,142,985 and 0 outstanding at December 31, 2010 and 2009, respectively			455,862			—
	Preferred Stock, $.01 par value, authorized 5,000,000 and 0 shares, 0 and 0 issued and outstanding at December 31, 2010 and 2009, respectively			—			—
	Series A Convertible Preferred Stock, $.01 par value, authorized 0 and 50,000,000 shares, 0 and 28,358,394 issued and 0 and 20,617,751 outstanding at December 31, 2010 and 2009, respectively			—			283,584
	Class A Common stock, $.01 par value, authorized 0 and 30,000,000 shares, 0 and 4,000,000 issued and 0 and 3,709,100 outstanding at December 31, 2010 and 2009, respectively			—			40,000
	Class B Common stock, $.01 par value, authorized 0 and 120,000,000 shares, 0 and 5,736,107 issued and 0 and 4,471,021 outstanding at December 31, 2010 and 2009, respectively			—			57,361
	Additional paid-in capital			239,248,935			160,362,017
	Accumulated deficit			(42,145,755	)		(2,429,862	)
				197,559,042			158,313,100
	Less: treasury stock, at cost, 9,443,230 and 9,296,629 shares at December 31, 2010 and 2009, respectively			95,702,347			94,384,913
		TOTAL STOCKHOLDERS' EQUITY		101,856,695			63,928,187
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	413,266,500		$	316,619,591

See accompanying notes to consolidated financial statements.

F-4

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

			Year Ended December 31,
			2010			2009			2008
REVENUES			$	254,704,813		$	312,796,377		$	376,256,261
OPERATING EXPENSES				225,327,226			262,168,382			319,451,408
GROSS PROFIT				29,377,587			50,627,995			56,804,853
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES				40,386,854			32,299,663			30,190,204
INCOME (LOSS) FROM OPERATIONS				(11,009,267	)		18,328,332			26,614,649
OTHER INCOME (EXPENSE)
	Interest expense, net			(21,268,611	)		(18,613,301	)		(22,383,705	)
	Unrealized gain (loss) on derivative instruments			331,163			822,094			(1,153,257	)
	Foreign exchange gain (loss)			(947,289	)		236,770			(5,210,431	)
	Loss on extinguishment of debt			(6,035,841	)		—			—
	Other income (expense)			(24,584	)		(35,839	)		113,901
		TOTAL OTHER EXPENSE		(27,945,162	)		(17,590,276	)		(28,633,492	)
INCOME (LOSS) BEFORE INCOME TAXES				(38,954,429	)		738,056			(2,018,843	)
INCOME TAX EXPENSE (BENEFIT)
	Current			6,457,124			(336,439	)		7,453,873
	Deferred			(5,857,179	)		629,136			(1,426,627	)
		TOTAL INCOME TAX EXPENSE		599,945			292,697			6,027,246
INCOME (LOSS) AFTER INCOME TAXES				(39,554,374	)		445,359			(8,046,089	)
NET INCOME, attributable to noncontrolling interests				161,519			—			—
NET INCOME (LOSS), attributable to common shareholders			$	(39,715,893	)	$	445,359		$	(8,046,089	)
INCOME (LOSS) PER COMMON SHARE
	Basic		$	(1.44	)	$	.05		$	(.98	)
	Diluted		$	(1.44	)	$	.02		$	(.98	)
WEIGHTED AVERAGE SHARES OUTSTANDING
	Basic			27,517,050			8,187,506			8,173,554
	Diluted			27,517,050			28,787,643			8,173,554

See accompanying notes to consolidated financial statements.

F-5

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

DECEMBER 31, 2010, 2009 AND 2008

				Common Stock
	Preferred Stock									Common Stock		Additional Paid-in Capital			Treasury Stock			Accumulated Deficit			Total Stockholders' Equity
				Class A			Class B
Balances at December 31, 2007	$	277,010		$	40,000		$	54,193		$	—	$	152,095,935		$	(87,592,915	)	$	5,170,868		$	70,045,091
Issuance of common stock		—			—			1,278			—		—			—			—			1,278
Issuance of preferred stock		—			—			—			—		—			—			—			—
Compensation expense associated with stock grants		—			—			—			—		1,229,420			—			—			1,229,420
Purchase of treasury stock		—			—			—			—		—			(619,710	)		—			(619,710	)
Net loss attributable to common shareholders		—			—			—			—		—			—			(8,046,089	)		(8,046,089	)
Balances at December 31, 2008		277,010			40,000			55,471			—		153,325,355			(88,212,625	)		(2,875,221	)		62,609,990
Issuance of common stock		—			—			1,890			—		—			—			—			1,890
Issuance of preferred stock		6,574			—			—			—		5,515,200			—			—			5,521,774
Compensation expense associated with stock grants		—			—			—			—		1,521,462			—			—			1,521,462
Purchase of treasury stock		—			—			—			—		—			(6,172,288	)		—			(6,172,288	)
Net income attributable to common shareholders		—			—			—			—		—			—			445,359			445,359
Balances at December 31, 2009		283,584			40,000			57,361			—		160,362,017			(94,384,913	)		(2,429,862	)		63,928,187
Issuance of common stock, net of costs of issuance of $7,573,652		—			—			1,021			73,896		76,356,347			—			—			76,431,264
Conversion to common stock		(283,584	)		(40,000	)		(58,382	)		381,966		—			—			—			—
Compensation expense associated with stock grants		—			—			—			—		3,129,291			—			—			3,129,291
Charitable contribution expense associated with stock grant		—			—			—			—		103,190			—			—			103,190
Put option liability		—			—			—			—		(701,910	)		—			—			(701,910	)
Purchase of treasury stock		—			—			—			—		—			(1,317,434	)		—			(1,317,434	)
Net loss attributable to common shareholders		—			—			—			—		—			—			(39,715,893	)		(39,715,893	)
Balances at December 31, 2010	$	—		$	—		$	—		$	455,862	$	239,248,935		$	(95,702,347	)	$	(42,145,755	)	$	101,856,695

See accompanying notes to consolidated financial statements.

F-6

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2010			2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
	Net (loss) income, attributable to common shareholders		$	(39,715,893	)	$	445,359		$	(8,046,089	)
	Adjustments to reconcile net (loss) income to net cash provided by operating activities:
		Depreciation and amortization expense		149,562,465			80,089,658			73,914,146
		Capitalized depreciation for Multi-client library		(20,369,366	)		(3,729,362	)		(3,037,442	)
		Amortization of debt issuance costs		1,040,817			917,792			3,805,508
		Loss on extinguishment of debt		6,035,841			—			—
		Noncontrolling interest		161,519			—			—
		Stock-based compensation		3,129,291			1,521,462			1,229,420
		Non-cash charitable contribution		103,190			—			—
		Non-cash revenue from Multi-client data exchange		(9,381,991	)		(8,880,000	)		—
		Deferred tax (benefit) expense		(5,857,179	)		629,136			(1,426,627	)
		Unrealized gain on derivative instrument		(331,163	)		(822,094	)		1,153,257
		Loss on disposal of property and equipment		2,628,811			—			(818,668	)
	Effects of changes in operating assets and liabilities:
		Accounts receivable, net		4,058,793			(9,213,863	)		(22,306,396	)
		Prepaid expenses and other current assets		8,334,335			2,963,953			3,031,716
		Other assets		1,527,315			(1,552,545	)		(548,721	)
		Accounts payable and accrued expenses		3,729,397			(1,767,333	)		(10,331,182	)
		Deferred revenue		3,254,894			33,545,953			3,056,315
		Income and other taxes receivable		3,204,634			(7,854,943	)		(2,304,555	)
		Income and other taxes payable		4,726,101			(5,897,455	)		3,741,914
		NET CASH PROVIDED BY OPERATING ACTIVITIES		115,841,811			80,395,718			41,112,596
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property and equipment			(39,987,473	)		(21,143,151	)		(49,843,664	)
	Investment in Multi-client library			(170,755,194	)		(34,352,781	)		(25,169,740	)
	Change in restricted cash investments			2,902,209			2,216,272			(5,165,338	)
	Purchase of business			(6,718,067	)		—			(10,375,000	)
	Noncontrolling interests			1,329,226			—			—
	Proceeds from the sale of property and equipment			497,411			—			—
	Proceeds from insurance claim			—			—			5,855,000
		NET CASH USED IN INVESTING ACTIVITIES		(212,731,888	)		(53,279,660	)		(84,698,742	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from long-term debt, net of discount			196,449,261			7,596,074			188,340,731
	Principal payments on long-term debt			(170,477,253	)		(11,069,662	)		(121,423,726	)
	Net (payments) proceeds on revolving credit facility			15,000,000			(25,832,055	)		1,632,055
	Debt issuance costs			(5,922,307	)		—			(5,223,122	)
	Principal payments on capital lease obligations			(2,063,018	)		(5,057,468	)		(5,597,366	)
	Purchase of treasury stock			(1,317,434	)		(6,172,288	)		(619,710	)
	Issuances of stock, net			76,431,265			1,890			1,278
		NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		108,100,514			(40,533,509	)		57,110,140
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				11,210,437			(13,417,451	)		13,523,994
CASH AND CASH EQUIVALENTS, beginning of period				17,026,865			30,444,316			16,920,322
CASH AND CASH EQUIVALENTS, end of period			$	28,237,302		$	17,026,865		$	30,444,316

See accompanying notes to consolidated financial statements.

F-7

NOTE 1—ORGANIZATION AND NATURE OF OPERATIONS

        Global Geophysical Services, Inc., a Delaware corporation, and its subsidiaries (collectively referred to as the "Company") are headquartered in Houston, Texas. The Company provides an integrated suite of seismic data solutions to the global oil and gas industry, including the Company's high resolution RG-3D Reservoir Grade™ ("RG3D") seismic service. The Company's seismic data solutions consist primarily of seismic data acquisition, processing and interpretation services. Through these services, the Company delivers data that enables the creation of high quality images of the Earth's subsurface that reveal complex structural and stratigraphic details. These images are used primarily by oil and gas companies to reduce risk associated with oil and gas exploration, to optimize well completion techniques and to monitor changes in hydrocarbon reservoirs. The Company integrates seismic survey design, data acquisition, processing and interpretation to deliver an enhanced product to clients. In addition, the Company owns and markets a growing seismic data library and licenses this data to clients on a non-exclusive basis.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Proprietary services

        The Company's seismic services are provided under cancelable service contracts, which vary in terms and conditions. The Company recognizes revenue in accordance with the terms of the contract. These contracts are either "turnkey" or "term" agreements or a combination of the two. Under turnkey agreements or the turnkey portions thereof, the Company recognizes revenue based upon quantifiable measures of progress, such as square miles or linear kilometers of data acquired. Under term agreements or the term portions thereof, period revenue is recognized on a day-rate basis. Under certain contracts where the client pays separately for the mobilization of equipment, the Company recognizes such mobilization fees as revenue during the performance of the seismic acquisition, using the same quantifiable measures of progress as for the acquisition work. The Company also receives reimbursements for certain other out-of-pocket expenses under the terms of its service contracts. The Company records amounts billed to clients in revenue at the gross amount including out-of-pocket expenses that are reimbursed by the client. In some instances, customers are billed in advance of services performed and the Company recognizes the liability as deferred revenue.

Multi-client Services

        The Company generates Multi-client revenues by granting a license to seismic data. This allows clients to have access to seismic data at a cost that is generally less than acquiring data on a proprietary basis. The Company's Multi-client projects differ from seismic data services projects in that the Company sets the specifications of the program, generally handles all aspects of the seismic data acquisition and maintains ownership of the seismic data and its corresponding revenue stream.

        Revenues are recorded under arrangements from the licensing of Multi-client data as pre-commitments, late sales and / or data swap transactions. Once a contract is signed, it will be classified as a pre-commitment, or a late sale and the entire contract will follow revenue recognition as transcribed below.

        Revenues from the creation of Multi-client projects are recognized when (i) the Company has an arrangement with the customer that is validated by a signed contract, (ii) the sales price is fixed and determinable, (iii) collection is reasonably assured, and (iv) delivery, 'as defined below' has occurred. When the above criteria has been satisfied, the Company recognizes revenue using the proportionate

F-8

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

performance method based upon quantifiable measures of progress such as square mile or linear kilometer of data acquired.

        Revenues associated from a data swap transaction are recognized as a pre-commitment or late sale when (i) the Company has an arrangement with the customer that is validated by a signed contract, (ii) the value is determined according to Company policy, and (iii) the asset exchanged for has been received. Delivery is defined as 'data is made available to the customer to view'.

        If the data is subject to any incremental processing, the Company holds back a portion of the revenue to be recognized upon the delivery of the processed data to the customer. This hold back is calculated as a percentage of the data processing cost remaining to complete over the entire cost of the project.

Pre-Commitment Revenues

        Pre-Commitments represent one classification of Multi-client revenue. Pre-commitment revenues are contractual obligations whereby a client commits funds in advance of the Company's acquisition of seismic data. In return for these pre-commitments, clients typically have some input with respect to project specifications and receive preferential pricing. The Company records pre-commitment payments as deferred revenue when they are received and records them as revenue on the basis of proportionate performance.

Late Sale Revenues

        Late Sales represent another classification of Multi-client revenues. For any contract, if all or any portion of the data has been acquired by the Company and it can be made available to view by the customer, it will be classified as a late sale. For late sale contracts any portion associated with data which has not been acquired will be deferred and recognized as revenue on the basis of proportionate performance.

Multi-client Library

        All costs directly incurred in acquiring, processing and otherwise completing a seismic survey are capitalized into the Multi-client library. The Company establishes amortization rates based on the estimated future revenues (both from pre-commitments and late sales) on an individual survey basis. The underlying estimates that form the basis for the sales forecast depend on historical and recent revenue trends, oil and gas prospectivity in particular regions, general economic conditions affecting the customer base, expected changes in technology and other factors. The estimation of future cash flows and fair value is highly subjective and inherently imprecise. Estimates can change materially from period to period based on many factors. Accordingly, if conditions change in the future, an impairment loss may be recorded relative to the seismic data library, which could be material to any particular reporting period. However, under no circumstance will an individual survey carry a net book value greater than a four-year straight-line amortized value. This is accomplished by comparing the cumulative amortization recorded for each survey to the cumulative straight-line amortization. If the cumulative straight-line amortization is higher for any specific survey, additional amortization expense is recorded, resulting in accumulated amortization being equal to the cumulative straight-line amortization for such survey. Amortization expense of the Multi-client seismic data was $92,702,426, $18,629,279 and $19,144,525 for the years ended December 31, 2010, 2009 and 2008, respectively.

F-9

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Non-Monetary Transactions

        The Company participates in certain non-cash data exchange transactions, in which the Company takes ownership of a customer's seismic data in exchange for a non-exclusive license to selected seismic data from the Multi-client library. In these non-cash data exchange transactions, the Company records a data library asset for the data received and recognizes revenue on the transaction in accordance with its revenue recognition policy. These transactions are valued at the fair value of the data received or delivered, whichever is more readily determinable. For the years ended December 31, 2010, 2009, and 2008, the Company has recognized $9,381,991, $8,880,000, and $0 respectively, as revenue related to non-cash data transactions.

        Mobilization Costs:    Transportation and other expenses incurred prior to the commencement of geophysical operations are deferred and amortized over the term of the related contract. See Note 3.

        Financial Instruments:    Financial instruments consist of cash and cash equivalents, accounts receivable and payables, and debt. The carrying value of cash and cash equivalents and accounts receivable and payables approximate fair value due to their short-term nature. The Company believes the fair value and the carrying value of all other debt would not be materially different due to the instruments' interest rates approximating market rates for similar borrowings at December 31, 2010 and 2009.

        Cash and Cash Equivalents:    The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

        Accounts Receivable:    Trade accounts receivables are recorded in accordance with terms and amounts specified in the related contracts on an ongoing basis. Amounts recorded as unbilled represent work done for customers but not billed at period end in accordance with contract provisions and generally are expected to be billed within a relatively short period of time. Management of the Company continually monitors accounts receivable for collectability issues. The Company evaluates the collectability of accounts receivable on a specific account basis using a combination of factors, including the age of the outstanding balances, evaluation of the customer's financial condition, and discussions with relevant Company personnel and with the customers directly. The allowance for doubtful accounts was $3,484,612 and $1,697,830 at December 31, 2010 and 2009, respectively.

        The Company sometimes experiences disagreements or disputes with customers relating to the Company's charges. As of December 31, 2010, the Company had disputes with certain customers which relate to charges for the Company's services. Included in accounts receivable at December 31, 2010 are net receivables of approximately $4,800,000 related to such disputes. If the amount ultimately recovered with respect to any of these disputes is less than the revenue previously recorded, the difference will be recorded as an expense. None of these are expected to have a materially adverse effect on the Company's earnings. Bad debt expense for the years ended December 31, 2010 and 2009 was $3,090,972 and $4,096,646, respectively.

        Property and Equipment:    Property and equipment are stated at cost. Depreciation is computed on the straight-line basis over the estimated useful lives of the various classes of assets as follows:

Boats	10 years
Computers and software	3 years
Furniture and fixtures	1 - 2 years
Machinery and equipment	3 - 7 years

F-10

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Management's estimation of useful life is based on circumstances that exist in the seismic industry and information available at the time of the asset purchase. As circumstances change and new information becomes available these estimates could change.

        Disposals are removed at cost less accumulated depreciation with any resulting gain or loss reflected in income (loss) from operations within the statements of operations during the reporting period. During the years ended December 31, 2010, 2009 and 2008, the Company disposed of property and equipment, incurring a loss of $2,628,811, $0 and $818,668, respectively, which is included in operating expenses. Substantially all of the Company's assets are pledged as collateral to secure debt.

        Goodwill:    Goodwill represents the excess of costs over the fair value of net assets of acquired businesses. Goodwill acquired in a business combination is not amortized, but instead tested for impairment at least annually or when indicators of impairment are present. Under this goodwill impairment test, if the fair value of a reporting unit does not exceed its carrying value, the excess of fair value of the reporting unit over the fair value of its net assets is considered to be the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, the difference is recognized as a loss on impairment of goodwill. Goodwill was evaluated for impairment at December 31, 2010 and was not deemed to be impaired.

        Asset Impairment:    In accordance with the guidance for accounting for impairment or disposal of long-lived assets, the Company evaluates the recoverability of property and equipment and its Multi-client data library if facts and circumstances indicate that any of those assets might be impaired. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset's carrying amount to determine if an impairment of such property and Multi-client data library is necessary. The effect of any impairment would be to expense the difference between the fair value of such property and its carrying value. There were no impairment charges in the statements of operations during the years ended December 31, 2010, 2009 and 2008, respectively.

        For the Multi-client data library, the impairment evaluation is based first on a comparison of the undiscounted future cash flows over each component's remaining estimated useful life with the carrying value of each library component. If the undiscounted cash flows are equal to or greater than the carrying value of such component, no impairment is recorded. If undiscounted cash flows are less than the carrying value of any component, the forecast of future cash flows related to such component is discounted to fair value and compared with such component's carrying amount. The difference between the library components's carrying amount and the discounted future value of the expected revenue stream is recorded as an impairment charge. There were no impairment charges recognized in the statements of operations during the years ended December 31, 2010, 2009 and 2008.

        Deferred Revenue:    Deferred revenue consists primarily of amounts contractually billable or client payments made in advance of work done and deferred fees related to the mobilization period. These amounts are amortized over the term of the related contract. As of December 31, 2010 and 2009, the deferred revenue balance was $47,496,895 and $43,545,291, respectively.

        Treasury Stock:    The Company utilizes the cost method for accounting for its treasury stock acquisitions and dispositions.

        Stock Warrants:    At December 31, 2010, the Company had outstanding warrants which entitle the holders to purchase an aggregate of 390,000 shares of Common Stock of the Company at an exercise price of $4.25 per share.

F-11

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Debt Issuance Costs:    The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the maturity period of the related debt. Accumulated amortization was $396,248 and $1,159,580 at December 31, 2010 and 2009, respectively.

        In 2010 the Company recognized a loss on the extinguishment of debt in the amount of $6,035,841, which consisted of $4,005,707 and $2,030,134 for the debt issuance costs and the unamortized portion of the original issue discount, respectively, related to the Company's Prior Facilities upon refinancing with the Notes offering in April 2010. See Note 9.

        Concentrations of Credit Risk:    The Company maintains its cash in bank deposits with a financial institution. These deposits, at times, exceed federally insured limits. In July 2010, the Federal Insurance Corporation permanently increased its insurance from $100,000 to $250,000 per depositor and in November 2010 temporarily extended coverage, through December 2012, to an unlimited amount for non-interest bearing accounts. The Company monitors the financial condition of the financial institution and has not experienced any losses on such accounts. The Company is not party to any financial instruments which would have off-balance sheet credit or interest rate risk.

        Advertising:    Advertising costs are expensed as incurred and were approximately $596,000, $355,000 and $347,500 for the years ended December 2010, 2009 and 2008, respectively.

        Income Taxes:    The Company follows current guidance in accounting for income taxes. Under the asset and liability method required by this guidance, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A deferred tax asset will be reduced by a valuation allowance when, based on the Company's estimates, it is more likely than not that a portion of those assets will not be realized in a future period.

        The Company follows current guidance regarding the accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold that an income tax position is required to meet before recognizing in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. Accordingly, the Company continues to recognize income tax related penalties and interest in the provision for income taxes.

        Earnings Per Share:    The Company accounts for earnings per share in accordance with current guidance for earnings per share. Basic earnings per share amounts are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the periods, including the dilutive effect of restricted stock, options and warrants granted. Dilutive restricted stock, options, and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Restricted stock, options and warrants, where the exercise price exceeds the average stock price for the period, are considered anti-dilutive and therefore are not included in the calculation of dilutive shares.

F-12

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Foreign Operations:    The Company's future revenues, in part, depend on operating results from its operations in foreign countries. The success of the Company's operations is subject to various contingencies beyond management's control. These contingencies include general and regional economic conditions, prices for crude oil and natural gas, competition and changes in regulation.

        The Company enters into transactions that are not denominated in U.S. dollars. The transactions are translated to U.S. dollars and the exchange gains and losses are reported in other expense within the consolidated statements of operations.

        Use of Estimates:    The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Reclassifications:    Certain amounts in the 2009 and 2008 consolidated financial statements have been reclassified to conform to the classifications in the 2010 consolidated financial statements.

NOTE 3—SELECTED BALANCE SHEET ACCOUNTS

        Restricted cash:

	December 31,
	2010		2009
Pledged for letters of credit	$	2,443,857	$	4,462,500
Bank guarantee to a foreign government for export of equipment		—		883,566
	$	2,443,857	$	5,346,066

        Prepaid expenses and other current assets:

	December 31,
	2010		2009
Mobilization costs, net	$	1,368,858	$	9,410,108
Prepaid expenses and other current assets		923,638		1,216,723
Note receivable, current portion		2,550,000		—
	$	4,842,496	$	10,626,831

        Accounts receivable:

	December 31,
	2010			2009
Accounts receivable, trade	$	47,775,478		$	57,731,675
Unbilled		25,218,525			17,534,339
Allowance for doubtful accounts		(3,484,612	)		(1,697,830	)
	$	69,509,391		$	73,568,184

F-13

NOTE 3—SELECTED BALANCE SHEET ACCOUNTS (Continued)

        Other:

	December 31,
	2010		2009
Debt issuance costs, net	$	5,526,060	$	4,167,856
Other		609,399		2,136,714
	$	6,135,459	$	6,304,570

NOTE 4—MULTI-CLIENT LIBRARY

        Multi-client library consisted of the following:

	December 31,
	2010		2009
Multi-client library, at cost	$	276,372,586	$	75,169,326
Less: accumulated amortization		130,476,231		37,773,805
Multi-client library, net	$	145,896,355	$	37,395,521

NOTE 5—PROPERTY AND EQUIPMENT

        Property and equipment consisted of the following:

	December 31,
	2010		2009
Furniture and fixtures	$	138,976	$	138,976
Boats		7,174,287		6,424,288
Machinery and equipment		300,785,427		270,210,793
Computers and software		10,134,094		9,177,907
Land		2,035,153		2,035,153
Buildings		11,721,548		11,721,548
		331,989,485		299,708,665
Less: accumulated depreciation		214,156,447		160,759,486
		117,833,038		138,949,179
Construction in process		9,130,915		1,268,774
Net property and equipment	$	126,963,953	$	140,217,953

        The following table represents an analysis of depreciation expense:

	Year Ended December 31,
	2010		2009		2008
Gross depreciation expense	$	56,265,394	$	60,583,280	$	54,774,621
Less: Capitalized depreciation for Multi-client library		20,369,366		3,729,362		3,037,442
Net depreciation expense	$	35,896,028	$	56,853,918	$	51,737,179

F-14

NOTE 6—GOODWILL AND OTHER INTANGIBLES

        In June 2008, the Company acquired substantially all of the assets of WeinmanGeoscience, Inc. ("Weinman") for the aggregate purchase price of approximately $22.0 million, including $10.0 million paid in cash and $12.0 million assumed as debt through the issuance of two promissory notes for $6.6 million and $5.4 million, respectively, due December 2010. Additional consideration of $10.0 million of cash or equity would be paid in 2010 if certain earn-out provisions are met. As a result of the acquisition, the Company recorded goodwill of $13,445,576 and other intangibles of $5,504,000.

        In June 2009, the Company recorded a purchase accounting adjustment of approximately $2.5 million to reflect an amendment of the terms of the earn-out provision of the acquisition agreement and the conversion of $8.0 million of the principal amount of the promissory notes due to Weinman into 657,354 shares of Series A Convertible Preferred Stock. Consequently, the Company reduced notes payable by $8.0 million to reflect the conversion of debt to equity, increased stockholders' equity to reflect the issuance of 657,354 shares at a value of $8.40 per share, and reduced goodwill by the implied change of the earn-out provision of the acquisition agreement of $2,478,226.

        In addition, during 2008 the Company acquired substantially all of the assets of HMS Enterprises ("HMS"), a small seismic cable repair company, for a purchase price of $1,500,000, of which $375,000 was paid in cash and the balance of $1,125,000 is to be paid in shares of the Company in the event of an initial public offering. Such amount is included in Other Long-term Liability in the consolidated balance sheet at December 31, 2008. The Company and the seller entered into an agreement under which the Company is no longer obliged to issue shares of the Company. Accordingly, the reduction in the Other Long-term Liability has been offset against associated goodwill.

        During 2010, the Company purchased substantially all of the assets of certain businesses for an aggregate purchase price of $8,218,067, of which $6,718,067 was paid in cash and $1,500,000 assumed debt through the issuance of a promissory note, due November 2011.

        The changes in the carrying amount of goodwill for the years ended December 31, 2010 and 2009 were as follows:

Beginning balance January 1, 2009	$	14,945,576
Purchase price adjustment in connection with converting debt to equity and amending the earn-out provision		(2,478,226	)
HMS settlement		(1,125,000	)
Ending balance, December 31, 2009		11,342,350
Acquisitions during 2010		1,038,614
Ending balance, December 31, 2010	$	12,380,964

F-15

NOTE 6—GOODWILL AND OTHER INTANGIBLES (Continued)

        Goodwill and other intangibles included the following:

	December 31,
	2010		2009
Customer list	$	3,934,000	$	3,934,000
Trademark		1,191,000		924,000
Patents		450,853		450,852
Non-compete agreements		865,539		200,000
Intellectual property		2,901,163		—
		9,342,555		5,508,852
Less: accumulated amortization		1,471,744		877,099
		7,870,811		4,631,753
Goodwill		12,380,964		11,342,350
Total goodwill and other intangibles	$	20,251,775	$	15,974,103

        Intangible assets subject to amortization are amortized over their estimated useful lives which are between two and fifteen years. Amortization expense for the years ended December 31, 2010, 2009 and 2008 was $594,645, $877,099 and $0, respectively. Amortization expense is projected to be $1,691,434, $1,691,434, $1,635,972, $502,533, $502,533 and $1,846,905 for the twelve months ended December 31, 2011 through 2015 and thereafter, respectively.

NOTE 7—INCOME TAXES

        The components of income tax expense were as follows:

		Year Ended December 31,
		2010			2009			2008
Current
	Federal	$	89,710		$	472,467		$	(598,141	)
	State		206,442			271,525			56,804
	Foreign		6,160,972			(1,080,431	)		7,995,210
			6,457,124			(336,439	)		7,453,873
Deferred
	Federal		(9,698,242	)		1,752,032			(1,890,405	)
	State		1,507,755			(11,380	)		—
	Foreign		2,333,308			(1,111,516	)		463,778
			(5,857,179	)		629,136			(1,426,627	)
Income tax expense		$	599,945		$	292,697		$	6,027,246

F-16

NOTE 7—INCOME TAXES (Continued)

        The provision for income taxes differs from the amount of income tax determined by applying the U.S. statutory rate to the income (loss) before income taxes as follows:

	Year Ended December 31,
	2010			2009			2008
Income tax at statutory rate	$	(13,634,050	)	$	258,320		$	(706,595	)
US state income taxes (benefit)		777,402			210,346			(64,603	)
Non-US effective rate different than statutory		5,159,930			173,443			(532,975	)
Effect of non-deductible expenses		2,275,071			1,900,921			4,190,099
Net operating loss		—			162,372			(2,299,462	)
Tax credits		—			(4,203,967	)		—
Change in valuation allowance		3,667,409			1,791,262			5,347,915
Liabilities for uncertain tax matters		1,900,000			—			—
Other		454,183			—			92,867
Income tax expense	$	599,945		$	292,697		$	6,027,246

        In 2010, the Company's effective tax rate differed from the statutory rate primarily due to taxes paid in Non-U.S. jurisdictions, current year increases to the valuation allowance, increases to uncertain tax positions and non-deductible expenses. In 2009, the Company's effective tax rate differed from the statutory rate, primarily due to increases to the valuation allowance, non-deductible expenses and foreign tax credits. In 2008, the Company's effective tax rate differed from the statutory rate, primarily due to increases to the valuation allowance, non-deductible expenses and Non-U.S. permanent provision to return adjustments and non-deductible U.S transfer pricing adjustments.

F-17

NOTE 7—INCOME TAXES (Continued)

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts reported for income tax purposes at the enacted tax rates in effect when the differences reverse. The components of deferred tax assets and liabilities are as follows:

			December 31,
			2010			2009
Deferred tax assets:
	Net operating loss carryforwards		$	46,796,417		$	25,240,546
	Alternative Minimum Tax			—			387,456
	Foreign tax credits			6,460,888			4,705,756
	Multi-client library			—			4,758,164
	Other			—			488,848
		Total gross deferred tax asset		53,257,305			35,580,770
	Less: valuation allowance			13,987,699			7,920,327
		Total gross deferred tax asset		39,269,606			27,660,443
Deferred tax liability:
	Property and equipment			(13,381,619	)		(31,486,574	)
	Multi-client library			(22,869,477	)		—
	Other			(987,462	)		—
		Total gross deferred tax liability		(37,238,558	)		(31,486,574	)
Deferred tax asset (liability), net			$	2,031,048		$	(3,826,131	)

        As of December 31, 2010, the Company has approximately $91,548,000 in U.S. net operating loss carryforwards and $57,181,000 in non-U.S. net operating loss carryforwards. Such tax loss carryforwards expire in 2028-2030 in the U.S. and will not expire before 2012 in the non-U.S. jurisdictions. At December 31, 2010, the Company also has approximately $6,461,000 in foreign tax credit carryforwards, which expire in 2016-2020.

        A valuation allowance is established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. The valuation allowance is then adjusted when the realization of deferred tax assets becomes more likely than not. Adjustments are also made to recognize the expiration of carry forward items with corresponding adjustments to the deferred taxes. Based on the net operating losses incurred by the Company in different taxing jurisdictions and the "net operating loss" adjustments discussed above, the Company recorded valuation allowances primarily related to foreign net operating loss carry forwards. The allowance increased by $6,067,372, $1,791,452 and $5,912,473 in 2010, 2009, and 2008, respectively.

        The Company has unremitted earnings in certain foreign subsidiaries and management intends to permanently reinvest those earnings. During 2009, the Company remitted earnings from its Chilean subsidiary to the U.S. Withholding tax paid in connection with this remittance has been recognized in the financial statements for the year ended December 31, 2009. Consistent with management's intention to permanently reinvest earnings from its non-U.S. operations, U.S. Federal and State Income taxes have not been recognized on such earnings, as the Company does not intend to repatriate such earnings. At such time the Company determines that such earnings will be remitted, appropriate US Federal and State taxes, as applicable, will be recorded in the consolidated financial statements.

F-18

NOTE 7—INCOME TAXES (Continued)

Unrecognized Tax Benefits (Liabilities for Uncertain Tax Matters):

        The following table shows the change in the Company's unrecognized tax benefits:

		Year Ended December 31,
		2010		2009
Balance at January 1,
	Additions based on tax positions taken in current year	$	—	$	—
	Additions based on tax positions of prior years		1,523,000		—
	Reductions due to settlements with taxing authorities		—		—
	Reductions due to lapse of statutes of limitation		—		—
Balance at December 31,		$	1,523,000	$	—

        As of December 31, 2010, $1,523,000 of unrecognized tax benefits would affect the Company's income tax expense and effective income tax rate if recognized in future periods. It is reasonably possible that the total amount of unrecognized tax benefits could change in the next 12 months.

        The Company recognizes accrued interest related to unrecognized tax benefits and penalties as income tax expense. During 2010, the Company recognized $377,000 in interest and penalties related to the unrecognized tax benefits noted above. The Company had $377,000 accrued for the payment of interest and penalties as of December 31, 2010.

        The Company and its subsidiaries file income tax returns in the United States and various foreign jurisdictions. The Company is no longer subject to examinations by income tax authorities in most jurisdictions for years prior to 2006.

NOTE 8—INITIAL PUBLIC OFFERING

        On April 21, 2010, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), providing for the offer and sale in a firm commitment offering of 7,500,000 shares of the Company's common stock, par value $0.01 (the "Common Stock"), of which 500,000 shares were sold by selling stockholders, at a public offering price of $12.00 per share. Pursuant to the Underwriting Agreement, the Company and the selling stockholders granted the Underwriters a 30-day option to purchase up to an additional 625,000 shares and 500,000 shares of Common Stock, respectively, to cover over-allotments, which subsequently expired without being exercised.

        The transactions contemplated by the Underwriting Agreement were consummated on April 27, 2010. The Company's net proceeds from this offering were approximately $76.4 million after deducting underwriting discounts, fees and offering expenses. As described in the Company's final prospectus dated April 22, 2010 (the "Prospectus") contained in its Registration Statement on Form S-1 (File No. 333-162540), the Company used the net proceeds of the offering to pay down indebtedness and will use the remaining proceeds for anticipated capital expenditures and general working capital purposes. The Company did not receive any of the proceeds from the sale of the Common Stock sold by the selling stockholders.

        Upon completion of the initial public offering, all existing shares of the Company's outstanding Class A and Class B common stock and the Company's Series A convertible preferred stock were converted into one class of common stock (the "Stock Conversions"). Under the terms of its amended

F-19

NOTE 8—INITIAL PUBLIC OFFERING (Continued)

certificate of incorporation the Company is authorized to issue 105,000,000 shares of capital stock which consists of 100,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.

NOTE 9—LONG-TERM DEBT

        Senior Notes:    On April 22, 2010, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as representatives of the initial purchasers (the "Initial Purchasers"), relating to the offer and sale by the Company of $200 million aggregate principal amount of its 10¹/2% senior notes due 2017 (the "Notes"). The Company's net proceeds from the offering were approximately $188.1 million after deducting the Initial Purchasers' discounts, offering expenses and original issue discount. The issuance of the Notes occurred on April 27, 2010. The Notes were offered and sold to the Initial Purchasers and resold only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and in offshore transactions in reliance on Regulation S under the Securities Act.

        The Notes are a general unsecured, senior obligation of the Company. The Notes are unconditionally guaranteed as to principal, premium, if any, and interest by the Company's domestic subsidiaries (the "Guarantors") on a senior unsecured basis.

        The Company used the proceeds from the offering and sale of the Notes to repay outstanding indebtedness and plans to use the remaining proceeds for anticipated capital expenditures and for general working capital purposes.

        On April 27, 2010, in connection with the offering of the Notes, the Company entered into (i) an Indenture with The Bank of New York Mellon Trust Company, N.A., (the "Trustee"), and (ii) a Registration Rights Agreement with the Initial Purchasers. The following is a brief summary of the material terms and conditions of the Indenture and the Registration Rights Agreement.

        The Company and the Guarantors entered into an Indenture with the Trustee, pursuant to which the Company issued the Notes at a price equal to 97.009% of their face value.

        Interest—The Notes will bear interest from April 27, 2010 at a rate of 10¹/2% per annum. The Company will pay interest on the Notes semi-annually, in arrears, on May 1 and November 1 of each year, beginning November 1, 2010.

        Principal and Maturity—The Notes were issued with a $200 million aggregate principal amount and will mature on May 1, 2017.

        Optional Redemption by the Company—At any time prior to May 1, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price of 110.500% of the aggregate principal amount of the Notes redeemed if at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after such redemption and the redemption occurs within 90 days of the closing date of such equity offering. On or after May 1, 2014, the Company may redeem the Notes at the following percentages of the original principal amount: (i) 105.250% from May 1, 2014 to April 30, 2015; (ii) 102.625% from May 1, 2015 to April 30, 2016; and (iii) 100% from May 1, 2016 and thereafter.

        Repurchase Obligations by the Company—If there is a change of control of the Company (as defined in the Indenture), each holder of the Notes may require the Company to purchase their Notes

F-20

NOTE 9—LONG-TERM DEBT (Continued)

at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

        Events of Default—The Indenture also contains events of default including, but not limited to, the following: (i) nonpayment; (ii) defaults in certain other indebtedness of the Company or the Guarantors; and (iii) the failure of the Company or the Guarantors to comply with their respective covenants in the event of a mandatory redemption, optional redemption, option to repurchase, or a merger, consolidation or sale of assets. Upon an event of default, the holders of the Notes or the Trustee may declare the Notes due and immediately payable. As of December 31, 2010, the Company is in compliance with all respective covenants.

        Bank of America Revolving Credit Facility:    On April 30, 2010, the Company entered into a new revolving credit facility under the terms of a Credit Agreement (the "Revolving Credit Facility") with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto. The Revolving Credit Facility provides for borrowings of up to $50.0 million. The loans under the Revolving Credit Facility bear interest at a rate equal to LIBOR plus the Applicable Rate or the Base Rate plus the Applicable Rate. The Base Rate is defined as the higher of (x) the prime rate and (y) the Federal Funds rate plus 0.50%. The Applicable Rate is defined as a percentage determined in accordance with a pricing grid based upon the Company's leverage ratio, that will decline from LIBOR plus 4.00% or the prime rate plus 3.00% to a minimum rate equal to LIBOR plus 3.50% or the prime rate plus 2.50%. The Company is able to prepay borrowings under the Revolving Credit Facility at any time without penalty or premium, subject to reimbursement of the lenders' breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The Company also will pay a commitment fee of 0.75% per annum on the actual daily unused portions of the Revolving Credit Facility.

        The Company's Revolving Credit Facility is secured by a first priority lien on substantially all of the Company's assets, the assets of the Company's non-foreign subsidiaries, the stock of the Company's non-foreign subsidiaries and 66% of the stock of certain of the Company's foreign subsidiaries. In addition, the Company's non-foreign subsidiaries will guarantee the Company's obligations under the Revolving Credit Facility.

        The terms of the Revolving Credit Facility will limit the Company's ability and the ability of certain of the Company's subsidiaries to, among other things: incur or guarantee additional indebtedness; grant additional liens on the Company's assets; make certain investments or certain acquisitions of substantially all or a portion of another entity's business or assets; merge with another entity or dispose of the Company's assets; pay dividends; enter into transactions with affiliates; engage in other lines of business and repurchase stock.

        Additionally, the Revolving Credit Facility requires that the Company maintain certain ratios of total senior secured debt to consolidated EBITDA (as defined therein), and of consolidated EBITDA to consolidated interest. The Revolving Credit Facility includes customary provisions with respect to events of default. Upon the occurrence and continuation of an event of default under the Revolving Credit Facility, the lenders will be able to, among other things, terminate their revolving loan commitments, accelerate the repayment of the loans outstanding and declare the same to be immediately due and payable. As of December 31, 2010, the Company is in compliance with all respective covenants.

F-21

NOTE 9—LONG-TERM DEBT (Continued)

        In connection with the closing of the Company's initial public offering and the sale of $200 million of the Company's 10¹/2% senior notes due 2017 on April 27, 2010, the Company repaid all outstanding borrowings under the First Lien Credit Agreement, the Second Lien Credit Agreement, and the Construction Loan Agreement. These repayments resulted in the termination of each of these borrowing arrangements. The prepayment of the Construction Loan Agreement resulted in the incurrence of $160,000 in prepayment penalties.

        Promissory Notes:    On November 18, 2010, the Company issued a promissory note for $1.5 million in association with the purchase of the assets of a certain business at an annual interest rate of twelve percent (12%). The balance as December 31, 2010 amounted to $913,000 and is payable in monthly installments of $83,000 through November 2011. In October 2010, the Company issued three promissory notes to two financial institutions in Colombia for $2,431,261 at annual interest rates ranging from 7.6% to 7.9%. The promissory notes were paid in full in January 2011.

        Long-term debt consisted of the following:

	December 31,
	2010		2009
Senior notes	$	200,000,000	$	—
Revolving credit facility		15,000,000		—
Promissory notes		3,344,261		—
First lien term loan		—		113,900,000
Second lien term loan		—		50,000,000
Notes payable—insurance		—		627,816
Mortgage		—		5,362,437
		218,344,261		169,890,253
Less: unamortized discount		5,581,758		2,112,313
		212,762,503		167,777,940
Less: current portion		3,344,261		1,983,282
Total notes payable and line of credit, net of current portion	$	209,418,242	$	165,794,658

        Future maturities of notes payable and line of credit for each of the next five years and thereafter are as follows:

Year Ending December 31,
	2011	$	3,344,261
	2012		—
	2013		15,000,000
	2014		—
	2015		—
Thereafter			200,000,000
		$	218,344,261

        Interest Rate Swap:    On March 7, 2007, the Company entered into a $70.0 million notional value interest rate collar to protect its interest from unanticipated fluctuations in cash flows caused by volatility in the interest rate on its floating-rate debt. The two year swap arrangement effectively caps the 3-month LIBOR rate at 5.75% and sets the floor at 4.55%. The interest rate swap was terminated on March 31, 2010.

F-22

NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS

        Effective January 1, 2009, the Company adopted guidance as it relates to financial assets and financial liabilities, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements.

        This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Hierarchical levels, as defined in this guidance and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows:

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3—Inputs that are both significant to the fair value measurement and unobservable.

        The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the financial instruments that could have been realized as of December 31, 2010 or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement.

        In the normal course of operations, the Company is exposed to market risks arising from adverse changes in interest rates. Market risk is defined for these purposes as the potential for change in the fair value of debt instruments resulting from an adverse movement in interest rates.

        The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate their fair value due to the short maturity of those instruments or variable rates of interest. Accordingly, they have been excluded from the table below. The fair value of the Notes is determined by multiplying the principal amount by the market price. The following table sets forth the fair value of the Company's financial assets and liabilities as of December 31, 2010 and 2009:

	December 31,
	2010				2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	194,418,242	$	198,250,000	$	—	$	—

        The Company is not a party to any hedge arrangements, commodity swap agreement or other derivative financial instruments.

        The Company utilizes foreign subsidiaries and branches to conduct operations outside of the United States. These operations expose the Company to market risks from changes in foreign exchange rates.

F-23

NOTE 11—EARNINGS PER SHARE

        The Company follows current guidance for share-based payments which are considered as participating securities. Upon adoption, all share-based payment awards that contained non-forfeitable rights to dividends, whether paid or unpaid, were designated as participating securities and included in the computation of earnings per share ("EPS"). The prior period EPS data presented has been adjusted retrospectively.

        The following table sets forth the computation of basic and diluted earnings per share:

		Year Ended December 31,
		2010			2009		2008
Net income (loss), attributable to common shareholders		$	(39,715,893	)	$	445,359	$	(8,046,089	)
Weighted average shares outstanding:
	Basic		27,517,050			8,187,506		8,173,554
	Diluted		—			20,600,137		—
Total			27,517,050			28,787,643		8,173,554
Basic (loss) income per share		$	(1.44	)	$	.05	$	(.98	)
Diluted (loss) income per share		$	(1.44	)	$	.02	$	(.98	)

        For the years ended December 31, 2010, 2009 and 2008, 2,884,100, 2,642,200, and 2,802,300 out-of-the-money stock options have been excluded from diluted earnings per share because they are considered anti-dilutive, respectively.

        For the years ended December 31, 2010, 2009 and 2008, 390,000, 0 and 0 stock warrants have been excluded from diluted earnings per share because they are considered anti-dilutive, respectively.

NOTE 12—STOCK BASED COMPENSATION

        The Company follows the current guidance for share-based payments which requires all stock-based payments, including stock options, to be recognized as an operating expense over the vesting period, based on their grant date fair values.

        In July 2006, the Company's board of directors and stockholders adopted the Global Geophysical Services, Inc. 2006 Incentive Compensation Plan (the "2006 Incentive Plan"). The 2006 Incentive Plan provides for a variety of incentive awards, including nonstatutory stock options, incentive stock options within the meaning of Section 422 of the Internal Revenue Code, or (the "Code"), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based awards, and other stock-based awards. A total of 9,203,058 shares of common stock are reserved for issuance under the 2006 Incentive Plan. As of December 31, 2010, a total of 4,765,400 options have been granted and 1,881,300 have been forfeited.

        Incentive Stock Options:    The Company estimates the fair value of each stock option on the date of grant using the Black-Scholes-Merton valuation model. The volatility is based on expected volatility over the expected life of eighty-four months. As the Company has not historically declared dividends, the dividend yield used in the calculation is zero. Actual value realized, if any, is dependent on the future performance of the Company's common stock and overall stock market conditions. There is no

F-24

NOTE 12—STOCK BASED COMPENSATION (Continued)

assurance the value realized by an optionee will be at or near the value estimated by the Black-Scholes-Merton model. The following assumptions were used:

	Year Ended December 31,
	2010			2009			2008
Risk-free interest rates		2.62	%		2.82	%		3.17	%
Expected lives (in years)		7.00			7.00			7.00
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		60.93	%		57.63	%		51.14	%

        The computation of expected volatility during the year ended December 31, 2010 was based on the historical volatility. Historical volatility was calculated from historical data for the time approximately equal to the expected term of the option award starting from the grant date. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant for the period corresponding with the expected life of the option

        A summary of the activity of the Company's stock option plans for the years ended December 31, 2010, 2009 and 2008 is presented below:

		Weighted Average Exercise Price		Number of Optioned Shares			Weighted Average Remaining Contractual Term in Years		Weighted Average Optioned Grant Date Fair Value
Balance as of December 31, 2007		$	22.86		2,432,600			10	$	3.24
	Expired		—		—			—		—
	Granted		24.31		811,600			10		6.80
	Exercised		—		—			—		—
	Forfeited		22.62		(441,900	)		—		4.11
Balance as of December 31, 2008			23.32		2,802,300			—		4.48
	Expired		—		—			—		—
	Granted		22.56		727,500			10		7.18
	Exercised		—		—			—		—
	Forfeited		23.79		(887,600	)		—		5.22
Balance as of December 31, 2009			22.95		2,642,200			10		4.97
	Expired		—		—			—		—
	Granted		22.71		562,900			10		11.38
	Exercised		—		—			—		—
	Forfeited		22.69		(321,000	)		—		6.57
Balance as of December 31, 2010		$	22.93		2,884,100			10	$	6.04
Exercisable as of December 31, 2010		$	23.05		1,392,450			—	$	—

        Outstanding options at December 31, 2010 expire during the period June 2017 to December 2020 and have exercise prices ranging from $12.50 to $30.00.

        Compensation expense associated with stock options of $1,647,795, $745,560 and $539,683 for the years ended December 31, 2010, 2009 and 2008, respectively, is included in selling, general and administrative expenses in the statements of operations. At December 31, 2010, the Company had approximately 1,392,000 of nonvested stock option awards. The total cost of nonvested stock option

F-25

NOTE 12—STOCK BASED COMPENSATION (Continued)

awards which the Company had not yet recognized was approximately $4,100,000 at December 31, 2010. Such amounts are expected to be recognized over a period of 4 years, beginning January 1, 2011.

        Stock Warrants:    At December 31, 2010, the Company has outstanding warrants which entitle the holders to purchase an aggregate of 390,000 shares of common stock of the Company at an exercise price of $4.25 per share.

        Restricted Stock:    To encourage retention and performance, the Company granted certain employees and consultants restricted shares of common stock with a fair value per share determined in accordance with conventional valuation techniques, including but not limited to, arm's length transactions, net book value or multiples of comparable company earnings before interest, taxes, depreciation and amortization, as applicable.

			Number of Nonvested Restricted Share Awards			Weighted Average Grant Date Fair Value
	Balance at December 31, 2007			451,319		$	3.16
		Granted		127,767			6.73
		Vested		(211,741	)		1.86
		Forfeited		(81,036	)		3.77
	Balance at December 31, 2008			286,309			4.36
		Granted		189,000			8.89
		Vested		(163,476	)		3.42
		Forfeited		(30,544	)		5.05
	Balance at December 31, 2009			281,289			7.88
		Granted		488,714			9.75
		Vested		(116,260	)		6.09
		Forfeited		(58,690	)		6.51
Nonvested Restricted Shares Outstanding December 31, 2010				595,053		$	9.90

        Compensation / charitable contribution expense associated with restricted stock of $1,584,686, $775,902 and $689,737 for the years ended December 31, 2010, 2009 and 2008, respectively, is included in selling, general and administrative expenses in the statements of operations. The total cost of nonvested stock awards which the Company had not yet recognized at December 31, 2010 was approximately $3,333,000. This amount is expected to be recognized over the next three years.

F-26

NOTE 13—SEGMENT INFORMATION

        The Company has two reportable segments: Proprietary Services and Multi-client Services.

        The following table sets forth significant information concerning the Company's reportable segments as of and for the years ended December 31, 2010, 2009 and 2008. Proprietary services accounted for 47%, 92%, and 93% of total revenue for the years ended December 31, 2010, 2009 and 2008, respectively, and Multi-client services accounted for 53%, 8%, and 7% of total revenue for the years ended December 31, 2010, 2009 and 2008, respectively.

	As of and for the Year Ended December 31, 2010
	Proprietary Services			Multi-Client Services		Corporate			Total
Revenue	$	119,836,992		$	134,867,821	$	—		$	254,704,813
Segment income (loss)	$	(31,184,950	)	$	24,877,514	$	(33,408,457	)	$	(39,715,893	)
Segment assets	$	43,288,468		$	181,364,638	$	188,613,394		$	413,266,500

	As of and for the Year Ended December 31, 2009
	Proprietary Services		Multi-Client Services		Corporate			Total
Revenue	$	288,301,809	$	24,494,568	$	—		$	312,796,377
Segment income (loss)	$	3,000,160	$	1,626,467	$	(4,181,268	)	$	445,359
Segment assets	$	74,029,647	$	57,720,387	$	184,869,557		$	316,619,591

	As of and for the Year Ended December 31, 2008
	Proprietary Services		Multi-Client Services		Corporate			Total
Revenue	$	351,271,592	$	24,984,669	$	—		$	376,256,261
Segment income (loss)	$	14,962,212	$	4,191,769	$	(27,200,070	)	$	(8,046,089	)
Segment assets	$	77,439,325	$	11,872,992	$	240,339,810		$	329,652,127

NOTE 14—EMPLOYEE BENEFIT PLANS

        The Company provides a 401(k) plan as part of its employee benefits package in order to retain quality personnel. During 2010, 2009 and 2008, the Company made matching contributions equal to 100% of the first 3% and 50% of the next 2% of eligible compensation contributed by participating personnel. The Company's matching contributions for the years ended December 31, 2010, 2009 and 2008 were approximately $643,000, $581,000 and $444,000, respectively.

NOTE 15—COMMITMENTS AND CONTINGENCIES

        Leases:    The Company leases certain office space under non-cancelable operating lease agreements, which expire at various dates and require various minimum annual rentals. Future minimum rental payments under these leases (including new leases entered into in 2010) which have

F-27

NOTE 15—COMMITMENTS AND CONTINGENCIES (Continued)

initial or remaining terms in excess of one year as of December 31, 2010, for each of the years remaining and in the aggregate are:

Year Ended December 31,	Operating Leases
2011	$	1,779,700
2012		418,000
2013		238,400
2014		168,200
2015		57,300
Total future minimum lease payments	$	2,661,600

        Rental expense for short-term and long-term operating leases for the years ended December 31, 2010, 2009 and 2008 was approximately $23,631,000, $46,199,000 and $38,148,000, respectively.

        Letter of Credit Facility:    In February 2007, the Company entered into a $10.0 million revolving line of credit which is secured by restricted cash. The terms of the letter of credit facility as currently written only allow for letters of credit to be drawn on the available credit; however, the cash balance in excess of the total outstanding letters of credit may be withdrawn at any time. As of December 31, 2010 and 2009, the letters of credit outstanding were $2,432,700 and $4,462,500, respectively.

        The Company is involved in litigation in the normal course of business. Management does not expect the eventual outcome to have a material impact on the financial condition of the Company.

NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION

        The following is supplemental cash flow information:

	Year Ended December 31,
	2010		2009		2008
Interest paid	$	16,737,957	$	17,710,955	$	18,841,933
Income taxes paid	$	4,519,475	$	3,979,155	$	5,782,629

F-28

NOTE 16—SUPPLEMENTAL CASH FLOW INFORMATION (Continued)

        The following is supplemental disclosure of non-cash investing and financing activities:

	Year Ended December 31,
	2010		2009		2008
Property and equipment additions financed through capital leases	$	—	$	325,941	$	5,972,585
Property and equipment additions financed through accounts payable and accrued expenses	$	5,354,393	$	2,814,534	$	5,121,479
Option payable recorded against additional paid in capital	$	701,910	$	—	$	—
Property and equipment sale financed through note receivable	$	2,550,000	$	—	$	—
Non-cash multi-client asset recorded as deferred revenue	$	696,709	$	—	$	—
Increase / decrease of Other Long-term Liability and Goodwill	$	—	$	1,125,000	$	1,125,000
Note payable converted to preferred stock	$	—	$	8,000,000	$	—
Original issue discount on notes payable	$	5,982,000	$	—	$	2,700,000
Note payable related to purchase of business	$	1,500,000	$	—	$	12,000,000

NOTE 17—CUSTOMER CONCENTRATIONS

        The Company's sales are to clients whose activities relate to oil and gas exploration and production. In general, the Company does not require collateral from its customers. Therefore, the collection of receivables may be affected by the economy surrounding the oil and gas industry. For the years ended December 31, 2010, 2009 and 2008, customers representing more than 10% of the Company's revenue and accounts receivable at the balance sheet dates are listed in the table below (figures in $ millions):

		Year Ended December 31,
		2010					2009					2008
		Revenue		% of Total			Revenue		% of Total			Revenue		% of Total
Customer 1		$	41.0		16	%	$	115.4		37	%	$	48.6		13	%
Customer 2			—		—			50.0		16	%		41.0		11	%
Customer 3			—		—			34.8		11	%		—		—
	Total	$	41.0		16	%	$	200.2		64	%	$	89.6		24	%

		As of December 31,
		2010					2009					2008
		Accounts Receivable		% of Total			Accounts Receivable		% of Total			Accounts Receivable		% of Total
Customer 1		$	—		—	%	$	11.1		15	%	$	4.6		7	%
Customer 2			—		—			15.1		21	%		8.4		13	%
Customer 3			—		—	%		6.1		8	%		—		—
	Total	$	2.7		4	%	$	32.3		44	%	$	14.8		23	%

F-29

NOTE 17—CUSTOMER CONCENTRATIONS (Continued)

        For the years ended December 31, 2010, 2009 and 2008, revenues from all geographic areas outside of the United States were $109.0 million, $132.7 million and $223.5 million, representing 43%, 42% and 59% of total revenues, respectively.

        For the year ended December 31, 2010, purchases from the Company's largest vendor were approximately $19.3 million, representing 5% of total purchases. Accounts payable for this vendor were approximately $0.4 million, representing approximately 9% of total accounts payable as of December 31, 2010. For the year ended December 31, 2009, purchases from the Company's largest vendor were approximately $16.8 million, representing 6% of total purchases. Accounts payable for this vendor were approximately $2.8 million, representing approximately 27% of total accounts payable as of December 31, 2009. For the year ended December 31, 2008, purchases from the Company's largest vendor were approximately $28.6 million, representing 11% of total purchases. Accounts payable for this vendor were approximately $0.2 million, representing approximately 5% of total accounts payable as of December 31, 2008.

NOTE 18—QUARTERLY FINANCIAL DATA (Unaudited)

			Quarter Ended
			December 31,			September 30,			June 30,			March 31,
2010
	Revenue		$	93,463,911		$	60,469,517		$	40,110,189		$	60,661,196
	Income (loss) from operations		$	10,077,450		$	(3,754,181	)	$	(10,884,066	)	$	(6,448,470	)
	Other income (expense)		$	(6,369,952	)	$	(5,770,624	)	$	(11,414,270	)	$	(4,390,316	)
	Net income (loss) attributable to common shareholders		$	(1,768,575	)	$	(18,645,402	)	$	(12,064,398	)	$	(7,237,518	)
	Net income (loss) per common share:
		Basic	$	(.05	)	$	(.52	)	$	(.41	)	$	(.88	)
		Diluted	$	(.05	)	$	(.52	)	$	(.41	)	$	(.88	)

			Quarter Ended
			December 31,			September 30,			June 30,			March 31,
2009
	Revenue		$	98,559,273		$	89,709,234		$	57,692,319		$	66,835,551
	Income (loss) from operations		$	8,135,369		$	9,625,652		$	(4,597,683	)	$	5,164,994
	Other income (expense)		$	(5,969,676	)	$	(3,865,203	)	$	(2,984,384	)	$	(4,771,013	)
	Net income (loss) attributable to common shareholders		$	(1,205,709	)	$	6,367,574		$	(4,517,086	)	$	(199,420	)
	Net income (loss) per common share:
		Basic	$	(.15	)	$	.78		$	(.55	)	$	(.02	)
		Diluted	$	(.15	)	$	.78		$	(.55	)	$	(.02	)

NOTE 19—GUARANTEES OF REGISTERED SECURITIES

        On August 3, 2010, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission. Under this registration statement, the Company exchanged $200 million of its publicly registered 10.50% senior notes due 2017 for a like amount of its privately placed 10.50% senior notes due 2017. The debt securities sold are fully and unconditionally guaranteed, on a joint and several basis, by the guarantor subsidiaries which will correspond to all subsidiaries located in the United States. The non-guarantor subsidiaries consist of all subsidiaries outside of the United States.

F-30

NOTE 19—GUARANTEES OF REGISTERED SECURITIES (Continued)

        Separate condensed consolidating financial statement information for the guarantor subsidiaries and non-guarantor subsidiaries as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 is as follows:

				As of December 31, 2010
				Guarantors		Non-guarantors			Eliminations			Consolidated
BALANCE SHEET
	ASSETS
		Current assets		$	116,600,714	$	26,123,142		$	(30,735,946	)	$	111,987,910
		Multi-client library, net			145,896,355		—			—			145,896,355
		Property and equipment, net			125,342,454		1,621,499			—			126,963,953
		Investment in subsidiaries			1,099		—			(1,099	)		—
		Intercompany accounts			17,325,928		(17,325,928	)		—			—
		Other non-current assets			28,403,426		14,856			—			28,418,282
			TOTAL ASSETS	$	433,569,976	$	10,433,569		$	(30,737,045	)	$	413,266,500
	LIABILITIES AND STOCKHOLDERS' EQUITY
		Current liabilities		$	98,383,785	$	32,852,979		$	(30,735,946	)	$	100,500,818
		Long-term debt and capital lease obligations, net of current portion			209,418,242		—			—			209,418,242
		Deferred income tax and other non-current liabilities			1,490,745		—			—			1,490,745
			TOTAL LIABILITIES		309,292,772		32,852,979			(30,735,946	)		311,409,805
		Stockholders' equity			124,277,204		(22,419,410	)		(1,099	)		101,856,695
			TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	433,569,976	$	10,433,569		$	(30,737,045	)	$	413,266,500

				As of December 31, 2009
				Guarantors		Non-guarantors			Eliminations			Consolidated
BALANCE SHEET
	ASSETS
		Current assets		$	82,022,731	$	56,456,406		$	(21,751,693	)	$	116,727,444
		Multi-client library, net			37,395,521		—			—			37,395,521
		Property and equipment, net			138,394,183		1,823,770			—			140,217,953
		Investment in subsidiaries			1,099		—			(1,099	)		—
		Intercompany accounts			37,679,846		(37,679,846	)		—			—
		Other non-current assets			22,211,327		67,346			—			22,278,673
			TOTAL ASSETS	$	317,704,707	$	20,667,676		$	(21,752,792	)	$	316,619,591
	LIABILITIES AND STOCKHOLDERS' EQUITY
		Current liabilities		$	79,948,550	$	24,578,093		$	(21,751,693	)	$	82,774,950
		Long-term debt and capital lease obligations, net of current portion			166,090,323		—			—			166,090,323
		Deferred income tax and other non-current liabilities			3,826,131		—			—			3,826,131
			TOTAL LIABILITIES		249,865,004		24,578,093			(21,751,693	)		252,691,404
		Stockholders' equity			67,839,703		(3,910,417	)		(1,099	)		63,928,187
			TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	317,704,707	$	20,667,676		$	(21,752,792	)	$	316,619,591

F-31

NOTE 19—GUARANTEES OF REGISTERED SECURITIES (Continued)

				Year Ended December 31, 2010
				Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
	Revenues			$	238,176,165		$	30,342,412		$	(13,813,764	)	$	254,704,813
	Expenses:
	Operating expenses				200,229,998			37,749,281			(12,652,053	)		225,327,226
	Selling, general and administrative expenses				33,489,066			8,059,499			(1,161,711	)		40,386,854
		Total expenses			233,719,064			45,808,780			(13,813,764	)		265,714,080
			Income (loss) from operations		4,457,101			(15,466,368	)		—			(11,009,267	)
		Interest income (expense), net			(21,268,661	)		50			—			(21,268,611	)
		Other expenses, net			(6,612,996	)		(63,555	)		—			(6,676,551	)
			Loss before income taxes		(23,424,556	)		(15,529,873	)		—			(38,954,429	)
		Income tax expense (benefit)			(2,379,175	)		2,979,120			—			599,945
	Loss after income taxes				(21,045,381	)		(18,508,993	)		—			(39,554,374	)
	Net income, attributable to noncontrolling interests				161,519			—			—			161,519
	Net loss, attributable to common shareholders			$	(21,206,900	)	$	(18,508,993	)	$	—		$	(39,715,893	)

				Year Ended December 31, 2009
				Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
	Revenues			$	239,037,761		$	102,215,631		$	(28,457,015	)	$	312,796,377
	Expenses:
	Operating expenses				196,059,102			93,626,805			(27,517,525	)		262,168,382
	Selling, general and administrative expenses				19,977,143			13,262,010			(939,490	)		32,299,663
		Total expenses			216,036,245			106,888,815			(28,457,015	)		294,468,045
			Income (loss) from operations		23,001,516			(4,673,184	)		—			18,328,332
		Interest expense, net			(18,613,301	)		—			—			(18,613,301	)
		Other expenses, net			1,007,383			15,642			—			1,023,025
	Income (loss) before income taxes				5,395,598			(4,657,542	)		—			738,056
		Income tax expense (benefit)			(2,792,826	)		3,085,523			—			292,697
	Net income (loss), attributable to common shareholders			$	8,188,424		$	(7,743,065	)	$	—		$	445,359

F-32

NOTE 19—GUARANTEES OF REGISTERED SECURITIES (Continued)

				Year Ended December 31, 2008
				Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
	Revenues			$	219,171,057		$	192,568,656		$	(35,483,452	)	$	376,256,261
	Expenses:
	Operating expenses				199,719,453			154,415,050			(34,683,095	)		319,451,408
	Selling, general and administrative expenses				10,619,177			20,371,384			(800,357	)		30,190,204
		Total expenses			210,338,630			174,786,434			(35,483,452	)		349,641,612
			Income from operations		8,832,427			17,782,222			—			26,614,649
		Interest income (expense), net			(22,386,612	)		2,907			—			(22,383,705	)
		Other expenses, net			(1,484,991	)		(4,764,796	)		—			(6,249,787	)
	Income (loss) before income taxes				(15,039,176	)		13,020,333			—			(2,018,843	)
		Income tax expense			5,370,892			656,354			—			6,027,246
	Net income (loss), attributable to common shareholders			$	(20,410,068	)	$	12,363,979		$	—		$	(8,046,089	)

			Year Ended December 31, 2010
			Guarantors			Non-guarantors		Eliminations		Consolidated
STATEMENTS OF CASH FLOWS
	Net cash provided by operating activities		$	113,071,857		$	2,769,954	$	—	$	115,841,811
	Net cash provided by (used in) investing activities			(213,677,081	)		945,193		—		(212,731,888	)
	Net cash provided by financing activities			108,100,514			—		—		108,100,514
		Net increase in cash and cash equivalents	$	7,495,290		$	3,715,147	$	—	$	11,210,437

			Year Ended December 31, 2009
			Guarantors			Non-guarantors			Eliminations		Consolidated
STATEMENTS OF CASH FLOWS
	Net cash provided by (used in) operating activities		$	89,299,913		$	(8,904,195	)	$	—	$	80,395,718
	Net cash provided by (used in) investing activities			(53,641,972	)		362,312			—		(53,279,660	)
	Net cash used in financing activities			(40,533,509	)		—			—		(40,533,509	)
		Net decrease in cash and cash equivalents	$	(4,875,568	)	$	(8,541,883	)	$	—	$	(13,417,451	)

F-33

NOTE 19—GUARANTEES OF REGISTERED SECURITIES (Continued)

			Year Ended December 31, 2008
			Guarantors			Non-guarantors			Eliminations		Consolidated
STATEMENTS OF CASH FLOWS
	Net cash provided by operating activities		$	34,498,254		$	6,614,342		$	—	$	41,112,596
	Net cash used in investing activities			(80,909,906	)		(3,788,836	)		—		(84,698,742	)
	Net cash provided by financing activities			57,110,140			—			—		57,110,140
		Net increase in cash and cash equivalents	$	10,698,488		$	2,825,506		$	—	$	13,523,994

NOTE 20—SUBSEQUENT EVENT

        The Company evaluates events and transactions that occur after the balance sheet date but before the consolidated financial statements are issued. The Company evaluated such events and transactions through the date when the consolidated financial statements were filed electronically with the Securities and Exchange Commission.

F-34

EX-4.6

Exhibit 4.6

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 10, 2010, among Global MicroSeismic, Inc., a Texas corporation (the “Guaranteeing Subsidiary”), a subsidiary of Global Geophysical Services, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 27, 2010 providing for the issuance of the Company’s 10½% Senior Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each party hereto covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, manager, incorporator, member, partner or stockholder or other owner of Capital Stock of the Company or any of its Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of a Note by accepting the Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

1

7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Company.

Signatures on the following page

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

GLOBAL MICROSEISMIC, INC.
By:	/s/ Jerry D. Dresner
	Name: Jerry D. Dresner
	Title: Vice President/Finance
GLOBAL GEOPHYSICAL SERVICES, INC.
By:	/s/ P. Mathew Verghese
	Name: P. Mathew Verghese
	Title: Senior Vice President and Chief Financial Officer
AUTOSEIS, INC.
By:	/s/ P. Mathew Verghese
	Name: P. Mathew Verghese
	Title: Senior Vice President and Chief Financial Officer
GGS INTERNATIONAL HOLDINGS, INC.
By:	/s/ P. Mathew Verghese
	Name: P. Mathew Verghese
	Title: Senior Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:	/s/ Raphael Martinez
	Authorized Signatory

Signature Page to Supplemental Indenture

EX-4.7

Exhibit 4.7

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 10, 2010, among Paisano Lease Co., Inc., a Texas corporation, Global Eurasia, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiaries”), both new subsidiaries of Global Geophysical Services, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as supplemented and amended by the First Supplemental Indenture dated as of September 10, 2010, the “Indenture”), dated as of April 27, 2010 providing for the issuance of the Company’s 10½% Senior Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each party hereto covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiaries hereby each agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, manager, incorporator, member, partner or stockholder or other owner of Capital Stock of the Company or any of its Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of a Note by accepting the Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

1

7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the other Guarantors and the Company.

[Signatures on the following page]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

PAISANO LEASE CO., INC.
and
GLOBAL EURASIA, LLC
as Guaranteeing Subsidiaries
GLOBAL MICROSEISMIC SERVICES, INC.
and
GGS INTERNATIONAL HOLDINGS, INC.
and
AUTOSEIS, INC.
as the other Guarantors
GLOBAL GEOPHYSICAL SERVICES, INC.
as Company
All the above by:
/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:	/s/ Rafael Martinez
	Authorized Signatory

Signature Page to Supplemental Indenture

EX-4.8

Exhibit 4.8

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 9, 2010, among Autoseis Development Company, a Texas corporation (the “Guaranteeing Subsidiary”), a wholly-owned  subsidiary of AutoSeis, Inc., a Texas corporation, a wholly-owned  subsidiary of Global Geophysical Services, Inc. respectively (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as supplemented and amended by the First Supplemental Indenture dated as of September 10, 2010 and the Second Supplemental Indenture dated as of November 10, 2010, the “Indenture”), dated as of April 27, 2010 providing for the issuance of the Company’s 10½% Senior Notes due 2017 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each party hereto covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1.             CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

3.             NO RECOURSE AGAINST OTHERS.  No director, officer, employee, manager, incorporator, member, partner or stockholder or other owner of Capital Stock of the Company or any of its Subsidiaries, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of a Note by accepting the Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

4.             NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

5.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

6.             EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

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7.             THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Company.

[Signatures on the following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

AUTOSEIS DEVELOPMENT COMPANY
as the Guaranteeing Subsidiary
PAISANO LEASE CO., INC.
and
GLOBAL EURASIA, LLC
and
GLOBAL MICROSEISMIC SERVICES, INC.
and
GGS INTERNATIONAL HOLDINGS, INC.
and
AUTOSEIS, INC.
as the other Guarantors
GLOBAL GEOPHYSICAL SERVICES, INC.
as Company
All the above by:
/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:	/s/ Rafael Martinez
	Authorized Signatory

Signature Page to Supplemental Indenture

EX-10.34

Exhibit 10.34

GLOBAL GEOPHYSICAL SERVICES, INC.
2006 INCENTIVE COMPENSATION PLAN

(Amended and Restated, effective as of February 5, 2010)

TABLE OF CONTENTS

					Page
SECTION 1.		GENERAL PROVISIONS RELATING TO PLAN GOVERNANCE, COVERAGE AND BENEFITS			1
	1.1		Background and Purpose		1
	1.2		Definitions		1
			(a)	Authorized Officer	1
			(b)	Board	1
			(c)	Cause	2
			(d)	CEO	2
			(e)	Change in Control	2
			(f)	Code	2
			(g)	Committee	2
			(h)	Common Stock	2
			(i)	Company	2
			(j)	Consultant	2
			(k)	Covered Employee	2
			(l)	Disability	3
			(m)	Employee	3
			(n)	Employment	3
			(o)	Exchange Act	3
			(p)	Fair Market Value	3
			(q)	Grantee	3
			(r)	Immediate Family	4
			(s)	Incentive Agreement	4
			(t)	Incentive Award	4
			(u)	Incentive Stock Option or ISO	4
			(v)	Insider	4
			(w)	Nonstatutory Stock Option	4
			(x)	Option Price	4
			(y)	Other Stock-Based Award	4
			(z)	Outside Director	4
			(aa)	Parent	4
			(bb)	Performance-Based Award	4
			(cc)	Performance-Based Exception	4
			(dd)	Performance Criteria	4
			(ee)	Performance Period	4
			(ff)	Plan	5
			(gg)	Plan Year	5
			(hh)	Publicly Held Corporation	5
			(ii)	Restricted Stock	5
			(jj)	Restricted Stock Award	5
			(kk)	Restricted Stock Unit	5
			(ll)	Restriction Period	5
			(mm)	Retirement	5
			(nn)	Share	5
			(oo)	Share Pool	5
			(pp)	Spread	5
			(qq)	Stock Appreciation Right or SAR	5
			(rr)	Stock Option or Option	5
			(ss)	Subsidiary	5
			(tt)	Supplemental Payment	5
	1.3		Plan Administration		5

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			(a)	Authority of the Committee	5
			(b)	Meetings	6
			(c)	Decisions Binding	6
			(d)	Modification of Outstanding Incentive Awards	6
			(e)	Delegation of Authority	6
			(f)	Expenses of Committee	6
			(g)	Surrender of Previous Incentive Awards	6
			(h)	Indemnification	7
	1.4		Shares of Common Stock Available for Incentive Awards		7
	1.5		Share Pool Adjustments for Awards and Payouts		7
	1.6		Common Stock Available		8
	1.7		Participation		8
			(a)	Eligibility	8
			(b)	Incentive Stock Option Eligibility	8
	1.8		Types of Incentive Awards		8
SECTION 2.		STOCK OPTIONS AND STOCK APPRECIATION RIGHTS			9
	2.1		Grant of Stock Options		9
	2.2		Stock Option Terms		9
			(a)	Written Agreement	9
			(b)	Number of Shares	9
			(c)	Exercise Price	9
			(d)	Term	9
			(e)	Exercise	9
			(f)	$100,000 Annual Limit on Incentive Stock Options	9
	2.3		Stock Option Exercises		10
			(a)	Method of Exercise and Payment	10
			(b)	Restrictions on Share Transferability	10
			(c)	Notification of Disqualifying Disposition of Shares from Incentive Stock Options	11
			(d)	Proceeds of Option Exercise	11
	2.4		Stock Appreciation Rights		11
			(a)	Grant	11
			(b)	General Provisions	11
			(c)	Exercise	11
			(d)	Settlement	11
	2.5		Supplemental Payment on Exercise of Nonstatutory Stock Options		11
SECTION 3.		RESTRICTED STOCK			12
	3.1		Award of Restricted Stock		12
			(a)	Grant	12
			(b)	Immediate Transfer Without Immediate Delivery of Restricted Stock	12
	3.2		Restrictions		13
			(a)	Forfeiture of Restricted Stock	13
			(b)	Issuance of Certificates	13
			(c)	Removal of Restrictions	13
	3.3		Delivery of Shares of Common Stock		13
	3.4		Supplemental Payment on Vesting of Restricted Stock		13
SECTION 4.		OTHER STOCK-BASED AWARDS			14
	4.1		Grant of Other Stock-Based Awards		14
	4.2		Other Stock-Based Award Terms		14
			(a)	Written Agreement	14
			(b)	Purchase Price	14
			(c)	Performance Criteria and Other Terms	14
	4.3		Supplemental Payment on Other Stock-Based Awards		14

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SECTION 5.		PERFORMANCE-BASED AWARDS AND PERFORMANCE CRITERIA			15
SECTION 6.		PROVISIONS RELATING TO PLAN PARTICIPATION			16
	6.1		Incentive Agreement		16
	6.2		No Right to Employment		16
	6.3		Securities Requirements		17
	6.4		Transferability		17
	6.5		Rights as a Shareholder		18
			(a)	No Shareholder Rights	18
			(b)	Representation of Ownership	18
	6.6		Change in Stock and Adjustments		18
			(a)	Changes in Law or Circumstances	18
			(b)	Exercise of Corporate Powers	18
			(c)	Recapitalization of the Company	18
			(d)	Issue of Common Stock by the Company	19
			(e)	Assumption under the Plan of Outstanding Stock Options	19
			(f)	Assumption of Incentive Awards by a Successor	19
	6.7		Termination of Employment, Death, Disability and Retirement		20
			(a)	Termination of Employment	20
			(b)	Termination of Employment for Cause	20
			(c)	Retirement	20
			(d)	Disability or Death	21
			(e)	Continuation	21
	6.8		Change in Control		21
	6.9		Exchange of Incentive Awards		23
	6.10		Financing		23
SECTION 7.		GENERAL			23
	7.1		Effective Date and Grant Period		23
	7.2		Funding and Liability of Company		23
	7.3		Withholding Taxes		23
			(a)	Tax Withholding	23
			(b)	Share Withholding	24
			(c)	Incentive Stock Options	24
			(d)	Loans	24
	7.4		No Guarantee of Tax Consequences		24
	7.5		Designation of Beneficiary by Participant		24
	7.6		Deferrals		24
	7.7		Amendment and Termination		24
	7.8		Requirements of Law		25
			(a)	Governmental Entities and Securities Exchanges	25
			(b)	Securities Act Rule 701	26
	7.9		Rule 16b-3 Securities Law Compliance for Insiders		26
	7.10		Compliance with Code Section 162(m) for Publicly Held Corporation		26
	7.11		Compliance with Code Section 409A		26
	7.12		Notices		27
			(a)	Notice From Insiders to Secretary of Change in Beneficial Ownership	27
			(b)	Notice to Insiders and Securities and Exchange Commission	27
	7.13		Pre-Clearance Agreement with Brokers		27
	7.14		Successors to Company		27
	7.15		Miscellaneous Provisions		27
	7.16		Severability		27
	7.17		Gender, Tense and Headings		28
	7.18		Governing Law		28

iii

GLOBAL GEOPHYSICAL SERVICES, INC.

2006 INCENTIVE COMPENSATION PLAN

SECTION 1.

GENERAL PROVISIONS RELATING TO
PLAN GOVERNANCE, COVERAGE AND BENEFITS

1.1Background and Purpose

Global Geophysical Services, Inc., a Delaware corporation (the “Company”) has adopted this plan document, entitled “Global Geophysical Services, Inc. 2006 Incentive Compensation Plan” (the “Plan”), effective as of July 11, 2006 (the “Effective Date”).

The purpose of the Plan is to foster and promote the long-term financial success of the Company and to increase stockholder value by: (a) encouraging the commitment of selected key Employees, Consultants and Outside Directors, (b) motivating superior performance of key Employees, Consultants and Outside Directors by means of long-term performance related incentives, (c) encouraging and providing key Employees, Consultants and Outside Directors with a program for obtaining ownership interests in the Company which link and align their personal interests to those of the Company’s stockholders, (d) attracting and retaining key Employees, Consultants and Outside Directors by providing competitive compensation opportunities, and (e) enabling key Employees, Consultants and Outside Directors to share in the long-term growth and success of the Company.

The Plan provides for payment of various forms of compensation. It is not intended to be a plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan will be interpreted, construed and administered consistent with its status as a plan that is not subject to ERISA.

The Plan will remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 7.7, until all Shares subject to the Plan have been purchased or acquired according to its provisions. However, in no event may an Incentive Stock Option be granted under the Plan after the expiration of ten (10) years from the Effective Date to the extent required by Code Section 422(b)(2).

1.2Definitions

The following terms shall have the meanings set forth below:

(a)           Authorized Officer.  The President of the Company (the “President”) or any other officer of the Company to whom the Board or CEO delegates the authority to execute any Incentive Agreement for and on behalf of the Company. No officer or director shall be an Authorized Officer with respect to any Incentive Agreement for himself.

(b)           Board.  The Board of Directors of the Company.

(c)           Cause.  When used in connection with the termination of a Grantee’s Employment, shall mean the termination of the Grantee’s Employment by the Company or any Subsidiary by reason of (i) the conviction of the Grantee by a court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony; (ii) the commission by the Grantee of a material act of fraud upon the Company or any Subsidiary, or any customer or supplier thereof; (iii) the misappropriation of any funds or property of the Company or any Subsidiary, or any customer or supplier thereof; (iv) the willful and continued failure by the Grantee to perform the material duties assigned to him that is not cured to the reasonable satisfaction of the Company within 30 days after written notice of such failure is provided to Grantee by the Board or CEO (or by another officer of the Company or a Subsidiary who has been designated by the Board or CEO for such purpose); (v) the engagement by the Grantee in any direct and material conflict of interest with the Company or any Subsidiary without compliance with the Company’s

or Subsidiary’s conflict of interest policy, if any, then in effect; or (vi) the engagement by the Grantee, without the written approval of the Board or CEO, in any material activity which competes with the business of the Company or any Subsidiary or which would result in a material injury to the business, reputation or goodwill of the Company or any Subsidiary.

(d)           CEO.  The President of the Company.

(e)           Change in Control.  Any of the events described in and subject to Section 6.8.

(f)            Code.  The Internal Revenue Code of 1986, as amended, and the regulations and other authority promulgated thereunder by the appropriate governmental authority. References herein to any provision of the Code shall refer to any successor provision thereto.

(g)           Committee.  The committee appointed by the Board to administer the Plan.  If the Company is a Publicly Held Corporation, the Plan shall be administered by the Committee appointed by the Board consisting of not less than two directors who fulfill the “nonemployee director” requirements of Rule 16b-3 under the Exchange Act and the “outside director” requirements of Code Section 162(m). In either case, the Committee may be the Compensation Committee of the Board, or any subcommittee of the Compensation Committee, provided that the members of the Committee satisfy the requirements of the previous provisions of this paragraph.

The Board shall have the power to fill vacancies on the Committee arising by resignation, death, removal or otherwise. The Board, in its sole discretion, may allocate the powers and duties of the Committee among one or more separate committees, or retain all powers and duties of the Committee in a single Committee. The members of the Committee shall serve at the discretion of the Board.

Notwithstanding the preceding paragraphs of this Section 1.2(g), the term “Committee” as used in the Plan with respect to any Incentive Award for an Outside Director shall refer to the entire Board.  In the case of an Incentive Award for an Outside Director, the Board shall have all the powers and responsibilities of the Committee hereunder as to such Incentive Award, and any actions as to such Incentive Award may be acted upon only by the Board (unless it otherwise designates in its discretion). When the Board exercises its authority to act in the capacity as the Committee hereunder with respect to an Incentive Award for an Outside Director, it shall so designate with respect to any action that it undertakes in its capacity as the Committee.

(h)           Common Stock.  The common stock of the Company, $.01 par value per share, and any class of common stock into which such common shares may hereafter be converted, reclassified or recapitalized.

(i)            Company.  Global Geophysical Services, Inc., a corporation organized under the laws of the state of Delaware, and any successor in interest thereto.

(j)            Consultant.  An independent agent, consultant, attorney, an individual who has agreed to become an Employee within the next six months, or any other individual who is not an Outside Director or employee of the Company (or any Parent or Subsidiary) and who, in the opinion of the Committee, (i) is in a position to contribute to the growth or financial success of the Company (or any Parent or Subsidiary), (ii) is a natural person and (iii) provides bona fide services to the Company (or any Parent or Subsidiary), which services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.

(k)           Covered Employee.  A named executive officer who is one of the group of covered employees, as defined in Code Section 162(m) and Treasury Regulation Section 1.162-27(c) (or its successor), during any period that the Company is a Publicly Held Corporation.

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(l)            Disability.  As determined by the Committee in its discretion exercised in good faith, a physical or mental condition of the Grantee that would entitle him to payment of disability income payments under the Company’s long term disability insurance policy or plan for employees, as then effective, if any; or in the event that the Grantee is not covered, for whatever reason, under the Company’s long-term disability insurance policy or plan, “Disability” means a permanent and total disability as defined in Code Section 22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Grantee shall submit to any reasonable examination(s) required in the opinion of such physician.

(m)          Employee.  Any employee of the Company (or any Parent or Subsidiary) within the meaning of Code Section 3401(c) who, in the opinion of the Committee, is in a position to contribute to the growth, development or financial success of the Company (or any Parent or Subsidiary), including, without limitation, officers who are members of the Board.

(n)           Employment.  Employment means that the individual is employed  as an Employee, or engaged as a Consultant or Outside Director, by the Company (or any Parent or Subsidiary), or by any corporation issuing or assuming an Incentive Award in any transaction described in Code Section 424(a), or by a parent corporation or a subsidiary corporation of such corporation issuing or assuming such Incentive Award, as the parent-subsidiary relationship shall be determined at the time of the corporate action described in Code Section 424(a). In this regard, neither the transfer of a Grantee from Employment by the Company to Employment by any Parent or Subsidiary, nor the transfer of a Grantee from Employment by any Parent or Subsidiary to Employment by the Company, shall be deemed to be a termination of Employment of the Grantee. Moreover, the Employment of a Grantee shall not be deemed to have been terminated because of an approved leave of absence from active Employment on account of temporary illness, authorized vacation or granted for reasons of professional advancement, education, or health, or during any period required to be treated as a leave of absence by virtue of any applicable statute, Company personnel policy or written agreement.

The term “Employment” for purposes of the Plan shall include (i) active performance of agreed services by a Consultant for the Company (or any Parent or Subsidiary) or (ii) current membership on the Board by an Outside Director.

All determinations regarding Employment, and termination of Employment, shall be made by the Committee in its discretion.

(o)           Exchange Act.  The Securities Exchange Act of 1934, as amended.

(p)           Fair Market Value.  If the Company is a Publicly Held Corporation, the Fair Market Value of one Share on the date in question shall be the closing sales price on the immediately preceding business day of a Share as reported on the Nasdaq National Market System or other principal securities exchange on which Shares are then listed or admitted to trading.  If there was no public trade of Common Stock on the date in question, Fair Market Value shall be determined by reference to the last preceding date on which such a trade was so reported.

If the Company is not a Publicly Held Corporation at the time a determination of the Fair Market Value of the Common Stock is required to be made hereunder, the determination of Fair Market Value for purposes of the Plan shall be made by the Committee in its discretion. In this respect, the Committee may rely on such financial data, appraisals, valuations, experts, and other sources as, in its sole and absolute discretion, it deems advisable under the circumstances.  With respect to Stock Options, SARs, and other Incentive Awards subject to Code Section 409A, such Fair Market Value shall be determined by the Committee consistent with the requirements of Section 409A in order to satisfy the exception under Section 409A for stock rights.

(q)           Grantee.  Any Employee, Consultant or Outside Director who is granted an Incentive Award under the Plan.

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(r)            Immediate Family.  With respect to a Grantee, the Grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships.

(s)           Incentive Agreement.  The written agreement entered into between the Company and the Grantee setting forth the terms and conditions pursuant to which an Incentive Award is granted under the Plan, as such agreement is further defined in Section 6.1.

(t)            Incentive Award.  A grant of an award under the Plan to a Grantee, including any Nonstatutory Stock Option, Incentive Stock Option (ISO), Stock Appreciation Right (SAR), Restricted Stock Award, Restricted Stock Unit or Other Stock-Based Award, as well as any Supplemental Payment with respect thereto.

(u)           Incentive Stock Option or ISO.  A Stock Option granted by the Committee to an Employee under Section 2 which is designated by the Committee as an Incentive Stock Option and intended to qualify as an Incentive Stock Option under Code Section 422.

(v)           Insider.  If the Company is a Publicly Held Corporation, an individual who is, on the relevant date, an officer, director or ten percent (10%) beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.

(w)          Nonstatutory Stock Option.  A Stock Option granted by the Committee to a Grantee under Section 2 that is not designated by the Committee as an Incentive Stock Option.

(x)            Option Price.  The exercise price at which a Share may be purchased by the Grantee of a Stock Option.

(y)           Other Stock-Based Award.  An award granted by the Committee to a Grantee under Section 4.1 that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.

(z)            Outside Director.  A member of the Board who is not, at the time of grant of an Incentive Award, an employee of the Company or any Parent or Subsidiary.

(aa)         Parent.  Any corporation (whether now or hereafter existing) which constitutes a “parent” of the Company, as defined in Code Section 424(e).

(bb)         Performance-Based Award.  A grant of an Incentive Award under the Plan pursuant to Section 5 that is intended to satisfy the Performance-Based Exception.

(cc)         Performance-Based Exception.  The performance-based exception from the tax deductibility limitations of Code Section 162(m), as prescribed in Code Section 162(m) and Treasury Regulation Section 1.162-27(e) (or its successor), which is applicable during such period that the Company is a Publicly Held Corporation.

(dd)         Performance Criteria.  The business criteria that are specified by the Committee pursuant to Section 5 for an Incentive Award that is intended to qualify for the Performance-Based Exception; the satisfaction of such business criteria during the Performance Period being required for the grant and/or vesting of the particular Incentive Award to occur, as specified in the particular Incentive Agreement.

(ee)         Performance Period.  A period of time determined by the Committee over which performance is measured for the purpose of determining a Grantee’s right to, and the payment value of, any Incentive Award that is intended to qualify for the Performance-Based Exception.

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(ff)           Plan.  Global Geophysical Services, Inc. 2006 Incentive Compensation Plan, as effective on the Effective Date, which is set forth herein and as it may be amended from time to time.

(gg)         Plan Year.  The calendar year.

(hh)         Publicly Held Corporation.  A corporation issuing any class of common equity securities required to be registered under Section 12 of the Exchange Act.

(ii)           Restricted Stock.  Common Stock that is issued or transferred to a Grantee pursuant to Section 3.

(jj)           Restricted Stock Award.  An authorization by the Committee to issue or transfer Restricted Stock to a Grantee pursuant to Section 3.

(kk)         Restricted Stock Unit.  A unit granted to a Grantee pursuant to Section 4.1 which entitles him to receive a Share or cash on the vesting date, as specified in the Incentive Agreement.

(ll)           Restriction Period.  The period of time determined by the Committee and set forth in the Incentive Agreement during which the transfer of Restricted Stock by the Grantee is restricted.

(mm)       Retirement.  The voluntary termination of Employment from the Company or any Parent or Subsidiary constituting retirement for age on any date after the Employee attains the normal retirement age of 65 years, or such other age as may be designated by the Committee in the Employee’s Incentive Agreement.

(nn)         Share.  A share of the Common Stock of the Company.

(oo)         Share Pool.  The number of shares authorized for issuance under Section 1.4, as adjusted for (i) awards and payouts under Section 1.5 and (ii) changes and adjustments as described in Section 6.6.

(pp)         Spread.  The difference between the exercise price per Share specified in a SAR grant and the Fair Market Value of a Share on the date of exercise of the SAR.

(qq)         Stock Appreciation Right or SAR.  A Stock Appreciation Right as described in Section 2.4.

(rr)           Stock Option or Option.  Pursuant to Section 2, (i) an Incentive Stock Option granted to an Employee, or (ii) a Nonstatutory Stock Option granted to an Employee, Consultant or Outside Director, whereunder such option the Grantee has the right to purchase Shares of Common Stock. In accordance with Code Section 422, only an Employee may be granted an Incentive Stock Option.

(ss)         Subsidiary.  Any company (whether a corporation, partnership, joint venture or other form of entity) in which the Company or a corporation in which the Company owns a majority of the shares of capital stock, directly or indirectly, owns a greater than 50% equity interest except that, with respect to the issuance of Incentive Stock Options, the term “Subsidiary” shall have the same meaning as the term “subsidiary corporation” as defined in Code Section 424(f) as required by Code Section 422.

(tt)           Supplemental Payment.  Any amount, as described in Sections 2.5, 3.4 and/or 4.3, that is dedicated to payment of income taxes which are payable by the Grantee resulting from an Incentive Award.

1.3Plan Administration

(a)           Authority of the Committee.  Except as may be limited by law and subject to the provisions herein, the Committee shall have the complete power and authority to (i) select Grantees who shall participate in the Plan; (ii) determine the sizes, duration and types of Incentive Awards; (iii) determine

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the terms and conditions of Incentive Awards and Incentive Agreements; (iv) determine whether any Shares subject to Incentive Awards will be subject to any restrictions on transfer; (v) construe and interpret the Plan and any Incentive Agreement or other agreement entered into under the Plan; and (vi) establish, amend, or waive rules for the Plan’s administration. Further, the Committee shall make all other determinations which may be necessary or advisable for the administration of the Plan.

(b)           Meetings.  The Committee shall designate a chairman from among its members who shall preside at its meetings, and shall designate a secretary, without regard to whether that person is a member of the Committee, who shall keep the minutes of the proceedings and all records, documents, and data pertaining to its administration of the Plan. Meetings shall be held at such times and places as shall be determined by the Committee and the Committee may hold telephonic meetings. The Committee may take any action otherwise proper under the Plan by the affirmative vote, taken with or without a meeting, of a majority of its members. The Committee may authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee.

(c)           Decisions Binding.  All determinations and decisions of the Committee shall be made in its discretion pursuant to the provisions of the Plan, and shall be final, conclusive and binding on all persons including the Company, its shareholders, Employees, Grantees, and their estates and beneficiaries. The Committee’s decisions and determinations with respect to any Incentive Award need not be uniform and may be made selectively among Incentive Awards and Grantees, whether or not such Incentive Awards are similar or such Grantees are similarly situated.

(d)           Modification of Outstanding Incentive Awards.  Subject to the shareholder approval requirements of Section 7.7 if applicable, the Committee may, in its discretion, provide for the extension of the exercisability of an Incentive Award, accelerate the vesting or exercisability of an Incentive Award, eliminate or make less restrictive any restrictions contained in an Incentive Award, waive any restriction or other provisions of an Incentive Award, or otherwise amend or modify an Incentive Award in any manner that  (i) is not adverse to the Grantee to whom such Incentive Award was granted, (ii) is consented to by such Grantee, (iii) does not cause the Incentive Award to provide for the deferral of compensation in a manner that does not comply with Code Section 409A (unless otherwise determined by the Committee), or (iv) does not contravene the requirements of the Performance-Based Exception under Code Section 162(m).  With respect to an Incentive Award that is an ISO, no adjustment thereto shall be made to the extent constituting a “modification” within the meaning of Code Section 424(h)(3) unless otherwise agreed to by the Grantee in writing.  Notwithstanding the above provisions of this subsection, no amendment or modification of an Incentive Award shall be made to the extent such modification results in any Stock Option with an exercise price less than 100% of the Fair Market Value per Share on the date of grant (110% for Grantees of ISOs who are 10% or greater shareholders pursuant to Section 1.7(b)).

(e)           Delegation of Authority.  The Committee may delegate to designated officers or other employees of the Company any of its duties and authority under the Plan pursuant to such conditions or limitations as the Committee may establish from time to time; provided, however, the Committee may not delegate to any person the authority (i) to grant Incentive Awards or (ii) if the Company is a Publicly Held Corporation, to take any action which would contravene the requirements of Rule 16b-3 under the Exchange Act, the Performance-Based Exception under Code Section 162(m), or the Sarbanes-Oxley Act of 2002.

(f)            Expenses of Committee.  The Committee may employ legal counsel, including, without limitation, independent legal counsel and counsel regularly employed by the Company, and other agents as the Committee may deem appropriate for the administration of the Plan. The Committee may rely upon any opinion or computation received from any such counsel or agent. All expenses incurred by the Committee in interpreting and administering the Plan, including, without limitation, meeting expenses and professional fees, shall be paid by the Company.

(g)           Surrender of Previous Incentive Awards.  The Committee may, in its discretion, grant Incentive Awards to Grantees on the condition that such Grantees surrender to the Committee for cancellation such other Incentive Awards (including, without limitation, Incentive Awards with higher

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exercise prices) as the Committee directs. Incentive Awards granted on the condition precedent of surrender of outstanding Incentive Awards shall not count against the limits set forth in Section 1.4 until such time as such previous Incentive Awards are surrendered and cancelled.  No surrender of Incentive Awards shall be made under this Section 1.3(g) if such surrender causes any Incentive Award to provide for the deferral of compensation in a manner that is subject to taxation under Code Section 409A (unless otherwise determined by the Committee).

(h)           Indemnification.  Each person who is or was a member of the Committee shall be indemnified by the Company against and from any damage, loss, liability, cost and expense that may be imposed upon or reasonably incurred by  him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan, except for any such act or omission constituting willful misconduct or gross negligence. Each such person shall be indemnified by the Company for all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled (i) under the Company’s Articles or Certificate of Incorporation or Bylaws, or (ii) pursuant to any separate indemnification or hold harmless agreement with the Company, (iii) as a matter of law, or otherwise, or (iv) any power that the Company may have to indemnify them or hold them harmless.

1.4Shares of Common Stock Available for Incentive Awards

(a)           Subject to adjustment under Section 6.6, there shall be available for Incentive Awards that are granted wholly or partly in Common Stock (including rights or Stock Options that may be exercised for or settled in Common Stock) 9,203,058 Shares of Common Stock. The number of Shares that are the subject of Incentive Awards under this Plan, which are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the Shares covered by an Incentive Award are not issued to a Grantee or are exchanged for Incentive Awards that do not involve Common Stock, shall again immediately become available for Incentive Awards hereunder. The aggregate number of Shares which may be issued upon exercise of ISOs shall be 9,203,058 of the Shares reserved pursuant to the first sentence of this paragraph.  For purposes of counting Shares against the ISO maximum number of reserved Shares, the net number of Shares issued pursuant to the exercise of an ISO shall be counted.  The Committee may from time to time adopt and observe such procedures concerning the counting of Shares against the Plan maximum as it may deem appropriate.

(b)          With respect to any Stock Option or SAR granted to a Covered Employee that is canceled or repriced, the number of Shares subject to such Stock Option or SAR shall continue to count against the maximum number of Shares that may be the subject of Stock Options or SARs granted to such Covered Employee hereunder and, in this regard, such maximum number shall be determined in accordance with Code Section 162(m).

(c)           The limitations of subsections (a) and (b) above shall be construed and administered so as to comply with the Performance-Based Exception.

1.5Share Pool Adjustments for Awards and Payouts

The following Incentive Awards and payouts shall reduce, on a one Share for one Share basis, the number of Shares authorized for issuance under the Share Pool:

(a)           Stock Option;

(b)           SAR;

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(c)Restricted Stock Award; and

(d)A payout of a Restricted Stock Unit or Other Stock-Based Award in Shares.

The following transactions shall restore, on a one Share for one Share basis, the number of Shares authorized for issuance under the Share Pool:

(a)A payout of a Restricted Stock Award, Restricted Stock Unit, SAR, or Other Stock-Based Award in the form of cash and not Shares (but not the “cashless” exercise of a Stock Option as provided in Section 2.3(a));

(b)A cancellation, termination, expiration, forfeiture, or lapse for any reason of any Shares subject to an Incentive Award; and

(c)Payment of an Option Price by withholding Shares which otherwise would be acquired on exercise (i.e., the Share Pool shall be increased by the number of Shares withheld in payment of the Option Price).

1.6Common Stock Available

The Common Stock available for issuance or transfer under the Plan shall be made available from Shares now or hereafter (a) held in the treasury of the Company, (b) authorized but unissued shares, or (c) Shares to be purchased or acquired by the Company. No fractional shares shall be issued under the Plan; payment for fractional shares shall be made in cash.

1.7Participation

(a)Eligibility.  The Committee shall from time to time designate those Employees, Consultants and/or Outside Directors, if any, to be granted Incentive Awards under the Plan, the type of Incentive Awards granted, the number of Shares, Stock Options, rights or units, as the case may be, which shall be granted to each such person, and any other terms or conditions relating to the Incentive Awards as it may deem appropriate to the extent consistent with the provisions of the Plan. A Grantee who has been granted an Incentive Award may, if otherwise eligible, be granted additional Incentive Awards at any time.

No Insider shall be eligible to be granted an Incentive Award that is subject to Rule 16a-3 under the Exchange Act unless and until such Insider has granted a limited power of attorney to those officers of the Company who have been designated by the Committee for purposes of future required filings under the Exchange Act.

(b)Incentive Stock Option Eligibility.  No Consultant or Outside Director shall be eligible for the grant of any Incentive Stock Option. In addition, no Employee shall be eligible for the grant of any Incentive Stock Option who owns or would own immediately before the grant of such Incentive Stock Option, directly or indirectly, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, or any Parent or Subsidiary. This restriction does not apply if, at the time such Incentive Stock Option is granted, the Incentive Stock Option exercise price is at least one hundred and ten percent (110%) of the Fair Market Value on the date of grant and the Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. For the purpose of the immediately preceding sentence, the attribution rules of Code Section 424(d) shall apply for the purpose of determining an Employee’s percentage ownership in the Company or any Parent or Subsidiary. This paragraph shall be construed consistent with the requirements of Code Section 422.

1.8Types of Incentive Awards

The types of Incentive Awards under the Plan are Stock Options, Stock Appreciation Rights and Supplemental Payments as described in Section 2, Restricted Stock Awards and Supplemental Payments as

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described in Section 3, Restricted Stock Units and Other Stock-Based Awards and Supplemental Payments as described in Section 4, or any combination of the foregoing.

SECTION 2.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1Grant of Stock Options

The Committee is authorized to grant (a) Nonstatutory Stock Options to Employees, Consultants and/or Outside Directors and (b) Incentive Stock Options to Employees only, in accordance with the terms and conditions of the Plan, and with such additional terms and conditions, not inconsistent with the Plan, as the Committee shall determine in its discretion. Successive grants may be made to the same Grantee regardless whether any Stock Option previously granted to such person remains unexercised.

2.2Stock Option Terms

(a)Written Agreement.  Each grant of a Stock Option shall be evidenced by a written Incentive Agreement. Among its other provisions, each Incentive Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Stock Option following termination of the Grantee’s Employment. Such provisions shall be determined in the discretion of the Committee, shall be included in the Grantee’s Incentive Agreement, and need not be uniform among all Stock Options issued pursuant to the Plan.

(b)Number of Shares.  Each Stock Option shall specify the number of Shares of Common Stock to which it pertains.

(c)Exercise Price.  The exercise price per Share of Common Stock under each Stock Option shall be (i) not less than 100% of the Fair Market Value per Share on the date the Stock Option is granted and (ii) specified in the Incentive Agreement; provided, however, if the Grantee of an ISO is a 10% or greater shareholder pursuant to Section 1.7(b), the exercise price for the ISO shall not be less than 110% of the Fair Market Value on the date of grant.  Each Stock Option shall specify the method of exercise which shall be consistent with Section 2.3(a).

(d)Term.  In the Incentive Agreement, the Committee shall fix the term of each Stock Option which shall not be more than (i) ten (10) years from the date of grant, or (ii) five (5) years from the date of grant for an ISO granted to a 10% or greater shareholder pursuant to Section 1.7(b).

(e)Exercise.  The Committee shall determine the time or times at which a Stock Option may be exercised, in whole or in part. Each Stock Option may specify the required period of continuous Employment and/or the Performance Criteria to be achieved before the Stock Option or portion thereof will become exercisable. Each Stock Option, the exercise of which, or the timing of the exercise of which, is dependent, in whole or in part, on the achievement of designated Performance Criteria, may specify a minimum level of achievement in respect of the specified Performance Criteria below which no Stock Options will be exercisable and a method for determining the number of Stock Options that will be exercisable if performance is at or above such minimum but short of full achievement of the Performance Criteria. All such terms and conditions shall be set forth in the Incentive Agreement.

(f)$100,000 Annual Limit on Incentive Stock Options.  Notwithstanding any contrary provision in the Plan, a Stock Option designated as an ISO shall be an ISO only to the extent that the aggregate Fair Market Value (determined as of the time the ISO is granted) of the Shares of Common Stock with respect to which ISOs are exercisable for the first time by the Grantee during any single calendar year (under the Plan and any other stock option plans of the Company and its Subsidiaries or Parent) does not exceed $100,000.  This limitation shall be applied by taking ISOs into account in the order in which they were granted and shall be construed in accordance with Section 422(d) of the Code.  To the extent that a

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Stock Option intended to constitute an ISO exceeds the $100,000 limitation (or any other limitation under Code Section 422), the portion of the Stock Option that exceeds the $100,000 limitation (or violates any other limitation under Code Section 422) shall be deemed a Nonstatutory Stock Option.  In such event, all other terms and provisions of such Stock Option grant shall remain unchanged.

2.3Stock Option Exercises

(a)Method of Exercise and Payment.  Stock Options shall be exercised by the delivery of a signed written notice of exercise to the Company as of a date set by the Company in advance of the effective date of the proposed exercise. The notice shall set forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.

The Option Price upon exercise of any Stock Option shall be payable to the Company in full either: (i) in cash or its equivalent; or (ii) subject to prior approval by the Committee in its discretion, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price, (iii) subject to prior approval by the Committee in its discretion, by withholding Shares which otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price; or (iv) subject to prior approval by the Committee in its discretion, by a combination of (i), (ii), and (iii) above.

Any payment in Shares shall be effected by the surrender of such Shares to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Stock Option is exercised. Unless otherwise permitted by the Committee in its discretion, the Grantee shall not surrender, or attest to the ownership of, Shares in payment of the Option Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Stock Option for financial accounting reporting purposes.

The Committee, in its discretion, also may allow the Option Price to be paid with such other consideration as shall constitute lawful consideration for the issuance of Shares (including, without limitation, effecting a “cashless exercise” with a broker of the Option), subject to applicable securities law restrictions and tax withholdings, or by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable law.  At the direction of the Grantee, the broker will either (i) sell all of the Shares received when the Option is exercised and pay the Grantee the proceeds of the sale (minus the Option Price, withholding taxes and any fees due to the broker); or (ii) sell enough of the Shares received upon exercise of the Option to cover the Option Price, withholding taxes and any fees due the broker and deliver to the Grantee (either directly or through the Company) a stock certificate for the remaining Shares. Dispositions to a broker effecting a cashless exercise are not exempt under Section 16 of the Exchange Act if the Company is a Publicly Held Corporation.  Moreover, in no event will the Committee allow the Option Price to be paid with a form of consideration, including a loan or a “cashless exercise,” if such form of consideration would violate the Sarbanes-Oxley Act of 2002 as determined by the Committee.

As soon as practicable after receipt of a written notification of exercise and full payment, the Company shall deliver, or cause to be delivered, to or on behalf of the Grantee, in the name of the Grantee or other appropriate recipient, evidence of ownership for the number of Shares purchased under the Stock Option.

Subject to Section 6.4, during the lifetime of a Grantee, each Option granted to the Grantee shall be exercisable only by the Grantee (or his legal guardian in the event of his Disability) or by a broker-dealer acting on his behalf pursuant to a cashless exercise under the foregoing provisions of this Section 2.3(a).

(b)Restrictions on Share Transferability.  The Committee may impose such restrictions on any grant of Stock Options or on any Shares acquired pursuant to the exercise of a Stock Option as it may deem advisable, including, without limitation, restrictions under (i) any shareholders’ agreement, buy/sell agreement, right of first refusal, non-competition, and any other agreement between the Company and any

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of its securities holders or employees; (ii) any applicable federal securities laws; (iii) the requirements of any stock exchange or market upon which such Shares are then listed and/or traded; or (iv) any blue sky or state securities law applicable to such Shares. Any certificate issued to evidence Shares issued upon the exercise of an Incentive Award may bear such legends and statements as the Committee shall deem advisable to assure compliance with applicable federal and state laws and regulations.

Any Grantee or other person exercising an Incentive Award shall be required, if requested by the Committee, to give a written representation that the Incentive Award and the Shares subject to the Incentive Award will be acquired for investment and not with a view to public distribution; provided, however, that the Committee, in its discretion, may release any person receiving an Incentive Award from any such representations either prior to or subsequent to the exercise of the Incentive Award.

(c)Notification of Disqualifying Disposition of Shares from Incentive Stock Options.  Notwithstanding any other provision of the Plan, a Grantee who disposes of Shares acquired upon the exercise of an Incentive Stock Option by a sale or exchange either (i) within two (2) years after the date of the grant of the Incentive Stock Option under which the Shares were acquired or (ii) within one (1) year after the transfer of such Shares to him pursuant to exercise, shall promptly notify the Company of such disposition, the amount realized and his adjusted basis in such Shares.

(d)Proceeds of Option Exercise.  The proceeds received by the Company from the sale of Shares pursuant to Stock Options exercised under the Plan shall be used for general corporate purposes.

2.4Stock Appreciation Rights

(a)Grant.  The Committee may grant Stock Appreciation Rights to any Employee, Consultant or Outside Director.  Any SARs granted under the Plan are intended to satisfy the requirements under Code Section 409A to the effect that such SARs do not provide for the deferral of compensation that is subject to taxation under Code Section 409A.

(b)General Provisions.  The terms and conditions of each SAR shall be evidenced by an Incentive Agreement. The exercise price per Share shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the grant date of the SAR. The term of the SAR shall be determined by the Committee but shall not be greater than ten (10) years from the date of grant.  The Committee cannot include any feature for the deferral of compensation other than the deferral of recognition of income until exercise of the SAR.

(c)Exercise.  SARs shall be exercisable subject to such terms and conditions as the Committee shall specify in the Incentive Agreement for the SAR grant.  No SAR granted to an Insider may be exercised prior to six (6) months from the date of grant, except in the event of his death or Disability which occurs prior to the expiration of such six-month period if so permitted under the Incentive Agreement.

(d)Settlement.  Upon exercise of the SAR, the Grantee shall receive an amount equal to the Spread. The Spread, less applicable withholdings, shall be payable only in cash or in Shares, or a combination of both, as specified in the Incentive Agreement, within 30 calendar days of the exercise date.  In addition, the Incentive Agreement under which such SARs are awarded, or any other agreements or arrangements, shall not provide that the Company will purchase any Shares delivered to the Grantee as a result of the exercise or vesting of a SAR.

2.5Supplemental Payment on Exercise of Nonstatutory Stock Options

The Committee, either at the time of grant or exercise of any Nonstatutory Stock Option, may provide in the Incentive Agreement for a Supplemental Payment by the Company to the Grantee with respect to the exercise of any Nonstatutory Stock Option. The Supplemental Payment shall be in the amount specified by the Committee, which amount shall not exceed the amount necessary to pay the federal and state income tax payable with respect to

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both the exercise of the Nonstatutory Stock Option and the receipt of the Supplemental Payment, assuming the holder is taxed at either the maximum effective income tax rate applicable thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion.  No Supplemental Payments will be made with respect to any SARs or ISOs.

SECTION 3.

RESTRICTED STOCK

3.1Award of Restricted Stock

(a)Grant.  With respect to a Grantee who is an Employee, Consultant or Outside Director, Shares of Restricted Stock, which may be designated as a Performance-Based Award in the discretion of the Committee, may be awarded by the Committee with such restrictions during the Restriction Period as the Committee shall designate in its discretion.  Any such restrictions may differ with respect to a particular Grantee. Restricted Stock shall be awarded for no additional consideration or such additional consideration as the Committee may determine, which consideration may be less than, equal to or more than the Fair Market Value of the shares of Restricted Stock on the grant date. The terms and conditions of each grant of Restricted Stock shall be evidenced by an Incentive Agreement and, during the Restriction Period, such Shares of Restricted Stock must remain subject to a “substantial risk of forfeiture” within the meaning given to such term under Code Section 83.  Any Restricted Stock Award may, at the time of grant, be designated by the Committee as a Performance-Based Award that is intended to qualify for the Performance-Based Exception.

(b)Immediate Transfer Without Immediate Delivery of Restricted Stock.  Unless otherwise specified in the Grantee’s Incentive Agreement, each Restricted Stock Award shall constitute an immediate transfer of the record and beneficial ownership of the Shares of Restricted Stock to the Grantee in consideration of the performance of services as an Employee, Consultant or Outside Director, as applicable, entitling such Grantee to all voting and other ownership rights in such Shares.

As specified in the Incentive Agreement, a Restricted Stock Award may limit the Grantee’s dividend rights during the Restriction Period in which the shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning given to such term under Code Section 83) and restrictions on transfer. In the Incentive Agreement, the Committee may apply any restrictions to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence, if the grant or vesting of Shares of a Restricted Stock Award granted to a Covered Employee, is designed to comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such Shares of Restricted Stock, such that the dividends and/or the Shares of Restricted Stock maintain eligibility for the Performance-Based Exception. In the event that any dividend constitutes a derivative security or an equity security pursuant to the rules under Section 16 of the Exchange Act, if applicable, such dividend shall be subject to a vesting period equal to the remaining vesting period of the Shares of Restricted Stock with respect to which the dividend is paid.

Shares awarded pursuant to a grant of Restricted Stock, whether or not under a Performance-Based Award, may be issued in the name of the Grantee and held, together with a stock power endorsed in blank, by the Committee or Company (or their delegates) or in trust or in escrow pursuant to an agreement satisfactory to the Committee, as determined by the Committee, until such time as the restrictions on transfer have expired. All such terms and conditions shall be set forth in the particular Grantee’s Incentive Agreement. The Company or Committee (or their delegates) shall issue to the Grantee a receipt evidencing the certificates held by it which are registered in the name of the Grantee.

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3.2Restrictions

(a)Forfeiture of Restricted Stock.  Restricted Stock awarded to a Grantee may be subject to the following restrictions until the expiration of the Restriction Period: (i) a restriction that constitutes a “substantial risk of forfeiture” (as defined in Code Section 83), and a restriction on transferability; (ii) unless otherwise specified by the Committee in the Incentive Agreement, the Restricted Stock that is subject to restrictions which are not satisfied shall be forfeited and all rights of the Grantee to such Shares shall terminate; and (iii) any other restrictions that the Committee determines in advance are appropriate, including, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee. Any such restrictions shall be set forth in the particular Grantee’s Incentive Agreement.

(b)Issuance of Certificates.  Reasonably promptly after the date of grant with respect to Shares of Restricted Stock, the Company shall cause to be issued a stock certificate, registered in the name of the Grantee to whom such Shares of Restricted Stock were granted, evidencing such Shares; provided, however, that the Company shall not cause to be issued such a stock certificate unless it has received a stock power duly endorsed in blank with respect to such Shares. Each such stock certificate shall bear the following legend or any other legend approved by the Company:

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including forfeiture and restrictions against transfer) contained in the Global Geophysical Services, Inc. 2006 Incentive Compensation Plan and an Incentive Agreement entered into between the registered owner of such shares and Global Geophysical Services, Inc.  A copy of the Plan and Incentive Agreement are on file in the main corporate office of Global Geophysical Services, Inc.

Such legend shall not be removed from the certificate evidencing such Shares of Restricted Stock unless and until such Shares vest pursuant to the terms of the Incentive Agreement.

(c)Removal of Restrictions.  The Committee, in its discretion, shall have the authority to remove any or all of the restrictions on the Restricted Stock if it determines that, by reason of a change in applicable law or another change in circumstance arising after the grant date of the Restricted Stock, such action is necessary or appropriate.

3.3Delivery of Shares of Common Stock

Subject to withholding taxes under Section 7.3 and to the terms of the Incentive Agreement, a stock certificate evidencing the Shares of Restricted Stock with respect to which the restrictions in the Incentive Agreement have been satisfied shall be delivered to the Grantee or other appropriate recipient free of restrictions.

3.4Supplemental Payment on Vesting of Restricted Stock

The Committee, either at the time of grant or vesting of Restricted Stock, may provide for a Supplemental Payment by the Company to the holder in an amount specified by the Committee, which amount shall not exceed the amount necessary to pay the federal and state income tax payable with respect to both the vesting of the Restricted Stock and receipt of the Supplemental Payment, assuming the Grantee is taxed at either the maximum effective income tax rate applicable thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion.

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SECTION 4.

OTHER STOCK-BASED AWARDS

4.1Grant of Other Stock-Based Awards

Other Stock-Based Awards may be awarded by the Committee to Grantees that are payable in Shares or in cash, as determined in the discretion of the Committee to be consistent with the goals of the Company. Other types of Stock-Based Awards that are payable in Shares include, without limitation, purchase rights, Shares awarded that are not subject to any restrictions or conditions, Shares awarded subject to the satisfaction of specified Performance Criteria, convertible or exchangeable debentures, other rights convertible into Shares, Incentive Awards valued by reference to the performance of a specified Subsidiary, division or department of the Company, and settlement in cancellation of rights of any person with a vested interest in any other plan, fund, program or arrangement that is or was sponsored, maintained or participated in by the Company (or any Parent or Subsidiary). As is the case with other types of Incentive Awards, Other Stock-Based Awards may be awarded either alone or in addition to or in conjunction with any other Incentive Awards.  Other Stock-Based Awards that are payable in Shares are not intended to be deferred compensation subject to taxation under Code Section 409A, unless otherwise determined by the Committee at the time of grant.

In addition to Other Stock-Based Awards that are payable in Shares, the Committee may award Restricted Stock Units to a Grantee that are payable in Shares or cash, or in a combination thereof.  Restricted Stock Units are not intended to be deferred compensation that is subject to Code Section 409A.  During the period beginning on the date such Incentive Award is granted and ending on the payment date specified in the Incentive Agreement, the Grantee’s right to payment under the Incentive Agreement must remain subject to a “substantial risk of forfeiture” within the meaning of such term under Code Section 409A.  In addition, payment to the Grantee under the Incentive Agreement shall be made within two and one-half months (2 ½) months following the end of the calendar year in which the substantial risk of forfeiture lapses unless an earlier payment date is specified in the Incentive Agreement.

4.2Other Stock-Based Award Terms

(a)Written Agreement.  The terms and conditions of each grant of an Other Stock-Based Award shall be evidenced by an Incentive Agreement.

(b)Purchase Price.  Except to the extent that an Other Stock-Based Award is granted in substitution for an outstanding Incentive Award or is delivered upon exercise of a Stock Option, the amount of consideration required to be received by the Company shall be either (i) no consideration other than services rendered (in the case of authorized and unissued shares), or to be rendered, by the Grantee, or (ii) as otherwise specified in the Incentive Agreement.

(c)Performance Criteria and Other Terms.  The Committee may specify Performance Criteria for (i) vesting in Other Stock-Based Awards and (ii) payment thereof to the Grantee, as it may determine in its discretion.  The extent to which any such Performance Criteria have been met shall be determined and certified by the Committee in accordance with the requirements to qualify for the Performance-Based Exception under Code Section 162(m).  All terms and conditions of Other Stock-Based Awards shall be determined by the Committee and set forth in the Incentive Agreement.

4.3Supplemental Payment on Other Stock-Based Awards

The Committee, either at the time of grant or vesting of an Other Stock-Based Award, may provide for a Supplemental Payment by the Company to the holder in an amount specified by the Committee, which amount shall not exceed the amount necessary to pay the federal and state income tax payable with respect to both the vesting of the Other Stock-Based Award and receipt of the Supplemental Payment, assuming the Grantee is taxed at either the maximum effective income tax rate applicable thereto or at a lower tax rate as deemed appropriate by the Committee in its discretion.

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SECTION 5.

PERFORMANCE-BASED AWARDS AND PERFORMANCE CRITERIA

As determined by the Committee at the time of grant, Performance-Based Awards may be granted subject to performance objectives relating to one or more of the following within the meaning of Code Section 162(m) (the “Performance Criteria”) in order to qualify for the Performance-Based Exception:

(a)profits (including, but not limited to, profit growth, net operating profit or economic profit);

(b)profit-related return ratios;

(c)return measures (including, but not limited to, return on assets, capital, equity, investment or sales);

(d)cash flow (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital or investments);

(e)earnings (including but not limited to, total shareholder return, earnings per share or earnings before or after taxes);

(f)net sales growth;

(g)net earnings or income (before or after taxes, interest, depreciation and/or amortization);

(h)gross, operating or net profit margins;

(i)productivity ratios;

(j)share price (including, but not limited to, growth measures and total shareholder return);

(k)turnover of assets, capital, or inventory;

(l)expense targets;

(m)margins;

(n)measures of health, safety or environment;

(o)operating efficiency;

(p)customer service or satisfaction;

(q)market share;

(r)credit quality;

(s)debt ratios (e.g., debt to equity and debt to total capital); and

(t)working capital targets.

Performance Criteria may be stated in absolute terms or relative to comparison companies or indices to be achieved during a Performance Period.  In the Incentive Agreement, the Committee shall establish one or more Performance Criteria for each Incentive Award that is intended to qualify for the Performance-Based Exception on its grant date.

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In establishing the Performance Criteria for each applicable Incentive Award, the Committee may provide that the effect of specified extraordinary or unusual events will be included or excluded (including, but not limited to, items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence, or related to the disposal of a segment of business or a change in accounting principle, each as determined in accordance with the standards under Opinion No. 30 of the Accounting Principles Board (APB Opinion 30) or any successor or other authoritative financial accounting standards, as determined by the Committee).  The terms of the stated Performance Criteria for each applicable Incentive Award, whether for a Performance Period of one (1) year or multiple years, must preclude the Committee’s discretion to increase the amount payable to any Grantee that would otherwise be due upon attainment of the Performance Criteria, but may permit the Committee to reduce the amount otherwise payable to the Grantee in the Committee’s discretion.

The Performance Criteria specified in any Incentive Agreement need not be applicable to all Incentive Awards, and may be particular to an individual Grantee’s function or business unit.  The Committee may establish the Performance Criteria of the Company (or any entity which is affiliated by common ownership with the Company) as determined and designated by the Committee, in its discretion, in the Incentive Agreement.

Performance-Based Awards will be granted in the discretion of the Committee and will be (a) sufficiently objective so that an independent person or entity having knowledge of the relevant facts could determine the amount payable to Grantee, if applicable, and whether the pre-determined goals have been achieved with respect to the Incentive Award, (b) established at a time when the performance outcome is substantially uncertain, (c) established in writing no later than ninety (90) days after the commencement of the Performance Period to which they apply, and (d) based on operating earnings, performance against peers, earnings criteria or such other criteria as provided in this Section 5.

SECTION 6.

PROVISIONS RELATING TO PLAN PARTICIPATION

6.1Incentive Agreement

Each Grantee to whom an Incentive Award is granted shall be required to enter into an Incentive Agreement with the Company, in such a form as is provided by the Committee. The Incentive Agreement shall contain specific terms as determined by the Committee, in its discretion, with respect to the Grantee’s particular Incentive Award. Such terms need not be uniform among all Grantees or any similarly situated Grantees. The Incentive Agreement may include, without limitation, vesting, forfeiture and other provisions particular to the particular Grantee’s Incentive Award, as well as, for example, provisions to the effect that the Grantee (a) shall not disclose any confidential information acquired during Employment with the Company, (b) shall abide by all the terms and conditions of the Plan and such other terms and conditions as may be imposed by the Committee, (c) shall not interfere with the employment or other service of any employee, (d) shall not compete with the Company or become involved in a conflict of interest with the interests of the Company, (e) shall forfeit an Incentive Award if terminated for Cause, (f) shall not be permitted to make an election under Code Section 83(b) when applicable, and (g) shall be subject to any other agreement between the Grantee and the Company regarding Shares that may be acquired under an Incentive Award including, without limitation, a shareholders’ agreement, buy-sell agreement, or other agreement restricting the transferability of Shares by Grantee. An Incentive Agreement shall include such terms and conditions as are determined by the Committee, in its discretion, to be appropriate with respect to any individual Grantee. The Incentive Agreement shall be signed by the Grantee to whom the Incentive Award is made and by an Authorized Officer.

6.2No Right to Employment

Nothing in the Plan or any instrument executed pursuant to the Plan shall create any Employment rights (including without limitation, rights to continued Employment) in any Grantee or affect the right of the Company to terminate the Employment of any Grantee at any time without regard to the existence of the Plan.

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6.3Securities Requirements

The Company shall be under no obligation to effect the registration of any Shares to be issued hereunder pursuant to the Securities Act of 1933, or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be issued or delivered any certificates evidencing Shares pursuant to the Plan unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities, and the requirements of any securities exchange on which Shares are traded. The Committee may require, as a condition of the issuance and delivery of certificates evidencing Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its discretion, deems necessary or desirable.

The Committee may, in its discretion, defer the effectiveness of any exercise of an Incentive Award in order to allow the issuance of Shares to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Committee shall inform the Grantee in writing of its decision to defer the effectiveness of the exercise of an Incentive Award. During the period that the effectiveness of the exercise of an Incentive Award has been deferred, the Grantee may, by written notice to the Committee, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

If the Shares issuable on exercise of an Incentive Award are not registered under the Securities Act of 1933, the Company may imprint on the certificate for such Shares the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO ANY APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS OR PURSUANT TO A WRITTEN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

6.4Transferability

Incentive Awards granted under the Plan shall not be transferable or assignable other than: (a) by will or the laws of descent and distribution or (b) pursuant to a qualified domestic relations order (as defined under Code Section 414(p)); provided, however, only with respect to Incentive Awards consisting of Nonstatutory Stock Options, the Committee may, in its discretion, authorize all or a portion of the Nonstatutory Stock Options to be granted on terms which permit transfer by the Grantee to (i) the members of the Grantee’s Immediate Family, (ii) a trust or trusts for the exclusive benefit of Immediate Family members, (iii) a partnership in which such Immediate Family members are the only partners, or (iv) any other entity owned solely by Immediate Family members; provided that (A) there may be no consideration for any such transfer, (B) the Incentive Agreement pursuant to which such Nonstatutory Stock Options are granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Section 6.4, (C) subsequent transfers of transferred Nonstatutory Stock Options shall be prohibited except in accordance with clauses (a) and (b) (above) of this sentence, and (D) there may be no transfer of any Incentive Award in a listed transaction as described in IRS Notice 2003-47.  Following any permitted transfer, the Nonstatutory Stock Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that the term “Grantee” shall be deemed to refer to the transferee. The events of termination of employment, as set out in Section 6.7 and in the Incentive Agreement, shall continue to be applied with respect to the original Grantee, and the Incentive Award shall be exercisable by the transferee only to the extent, and for the periods, specified in the Incentive Agreement.

Except as may otherwise be permitted under the Code, in the event of a permitted transfer of a Nonstatutory Stock Option hereunder, the original Grantee shall remain subject to withholding taxes upon exercise. In addition,

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the Company and the Committee shall have no obligation to provide any notices to any Grantee or transferee thereof, including, for example, notice of the expiration of an Incentive Award following the original Grantee’s termination of employment.

The designation by a Grantee of a beneficiary of an Incentive Award shall not constitute transfer of the Incentive Award. No transfer by will or by the laws of descent and distribution shall be effective to bind the Company unless the Committee has been furnished with a copy of the deceased Grantee’s enforceable will or such other evidence as the Committee deems necessary to establish the validity of the transfer. Any attempted transfer in violation of this Section 6.4 shall be void and ineffective. All determinations under this Section 6.4 shall be made by the Committee in its discretion.

6.5Rights as a Shareholder

(a)No Shareholder Rights.  Except as otherwise provided in Section 3.1(b) for grants of Restricted Stock, a Grantee of an Incentive Award (or a permitted transferee of such Grantee) shall have no rights as a shareholder with respect to any Shares until the issuance of a stock certificate or other record of ownership for such Shares.

(b)Representation of Ownership.  In the case of the exercise of an Incentive Award by a person or estate acquiring the right to exercise such Incentive Award by reason of the death or Disability of a Grantee, the Committee may require reasonable evidence as to the ownership of such Incentive Award or the authority of such person. The Committee may also require such consents and releases of taxing authorities as it deems advisable.

6.6Change in Stock and Adjustments

(a)Changes in Law or Circumstances.  Subject to Section 6.8 (which only applies in the event of a Change in Control), in the event of any change in applicable law or any change in circumstances which results in or would result in any dilution of the rights granted under the Plan, or which otherwise warrants an equitable adjustment because it interferes with the intended operation of the Plan, then, if the Board or Committee should so determine, in its absolute discretion, that such change equitably requires an adjustment in the number or kind of shares of stock or other securities or property theretofore subject, or which may become subject, to issuance or transfer under the Plan or in the terms and conditions of outstanding Incentive Awards, such adjustment shall be made in accordance with such determination. Such adjustments may include changes with respect to (i) the aggregate number of Shares that may be issued under the Plan, (ii) the number of Shares subject to Incentive Awards, and (iii) the Option Price or other price per Share for outstanding Incentive Awards, but shall not result in the grant of any Stock Option with an exercise price less than 100% of the Fair Market Value per Share on the date of grant.  The Board or Committee shall give notice to each applicable Grantee of such adjustment which shall be effective and binding.

(b)Exercise of Corporate Powers.  The existence of the Plan or outstanding Incentive Awards hereunder shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganization or other changes in the Company’s capital structure or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding whether of a similar character or otherwise.

(c)Recapitalization of the Company.  Subject to Section 6.8 (which only applies in the event of a Change in Control), if while there are Incentive Awards outstanding, the Company shall effect any subdivision or consolidation of Common Stock or other capital readjustment, the payment of a stock dividend, stock split, combination of Shares, recapitalization or other increase or reduction in the number of Shares outstanding, without receiving compensation therefor in money, services or property, then the number of Shares available under the Plan and the number of Incentive Awards which may thereafter be

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exercised shall (i) in the event of an increase in the number of Shares outstanding, be proportionately increased and the Option Price or Fair Market Value of the Incentive Awards awarded shall be proportionately reduced; and (ii) in the event of a reduction in the number of Shares outstanding, be proportionately reduced, and the Option Price or Fair Market Value of the Incentive Awards awarded shall be proportionately increased. The Board or Committee shall take such action and whatever other action it deems appropriate, in its discretion, so that the value of each outstanding Incentive Award to the Grantee shall not be adversely affected by a corporate event described in this Section 6.6(c).

(d)Issue of Common Stock by the Company.  Except as hereinabove expressly provided in this Section 6.6 and subject to Section 6.8 in the event of a Change in Control, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon any conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of, or Option Price or Fair Market Value of, any Incentive Awards then outstanding under previously granted Incentive Awards; provided, however, in such event, outstanding Shares of Restricted Stock shall be treated the same as outstanding unrestricted Shares of Common Stock.

(e)Assumption under the Plan of Outstanding Stock Options.  Notwithstanding any other provision of the Plan, the Board or Committee, in its discretion, may authorize the assumption and continuation under the Plan of outstanding and unexercised stock options or other types of stock-based incentive awards that were granted under a stock option plan (or other type of stock incentive plan or agreement) that is or was maintained by a corporation or other entity that was merged into, consolidated with, or whose stock or assets were acquired by, the Company as the surviving corporation. Any such action shall be upon such terms and conditions as the Board or Committee, in its discretion, may deem appropriate, including provisions to preserve the holder’s rights under the previously granted and unexercised stock option or other stock-based incentive award; such as, for example, retaining an existing exercise price under an outstanding stock option. Any such assumption and continuation of any such previously granted and unexercised incentive award shall be treated as an outstanding Incentive Award under the Plan and shall thus count against the number of Shares reserved for issuance pursuant to Section 1.4. In addition, any Shares issued by the Company through the assumption or substitution of outstanding grants from an acquired company shall reduce the Shares available for grants under Section 1.4.

(f)Assumption of Incentive Awards by a Successor.  Subject to the accelerated vesting and other provisions of Section 6.8 that apply in the event of a Change in Control, in the event of a Corporate Event (defined below), each Grantee shall be entitled to receive, in lieu of the number of Shares subject to Incentive Awards, such shares of capital stock or other securities or property as may be issuable or payable with respect to or in exchange for the number of Shares which Grantee would have received had he exercised the Incentive Award immediately prior to such Corporate Event, together with any adjustments (including, without limitation, adjustments to the Option Price and the number of Shares issuable on exercise of outstanding Stock Options). For this purpose, Shares of Restricted Stock shall be treated the same as unrestricted outstanding Shares of Common Stock. A “Corporate Event” means any of the following: (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, or (iii) a merger, consolidation or combination involving the Company (other than a merger, consolidation or combination (A) in which the Company is the continuing or surviving corporation and (B) which does not result in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof). The Board or Committee shall take whatever other action it deems appropriate to preserve the rights of Grantees holding outstanding Incentive Awards.

Notwithstanding the previous paragraph of this Section 6.6(f), but subject to the accelerated vesting and other provisions of Section 6.8 that apply in the event of a Change in Control, in the event of a Corporate Event (described in the previous paragraph), the Board or Committee, in its discretion, shall have the right and power to:

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(i)cancel, effective immediately prior to the occurrence of the Corporate Event, each outstanding Incentive Award (whether or not then exercisable) and, in full consideration of such cancellation, pay to the Grantee an amount in cash equal to the excess of (A) the value, as determined by the Board or Committee, of the property (including cash) received by the holders of Common Stock as a result of such Corporate Event over (B) the exercise price of such Incentive Award, if any; provided, however, this subsection (i) shall be inapplicable to an Incentive Award granted within six (6) months before the occurrence of the Corporate Event if the Grantee is an Insider and such disposition is not exempt under Rule 16b-3 (or other rules preventing liability of the Insider under Section 16(b) of the Exchange Act) and, in that event, the provisions hereof shall be applicable to such Incentive Award after the expiration of six (6) months from the date of grant; or

(ii)provide for the exchange or substitution of each Incentive Award outstanding immediately prior to such Corporate Event (whether or not then exercisable) for another award with respect to the Common Stock or other property for which such Incentive Award is exchangeable and, incident thereto, make an equitable adjustment as determined by the Board or Committee, in its discretion, in the Option Price or exercise price of the Incentive Award, if any, or in the number of Shares or amount of property (including cash) subject to the Incentive Award; or

(iii)provide for assumption of the Plan and such outstanding Incentive Awards by the surviving entity or its parent.

The Board or Committee, in its discretion, shall have the authority to take whatever action it deems to be necessary or appropriate to effectuate the provisions of this Section 6.6(f).

6.7Termination of Employment, Death, Disability and Retirement

(a)Termination of Employment.  Unless otherwise expressly provided in the Grantee’s Incentive Agreement or the Plan, if the Grantee’s Employment is terminated for any reason other than due to his death, Disability, Retirement or for Cause, any non-vested portion of any Stock Option or other Incentive Award at the time of such termination shall automatically expire and terminate and no further vesting shall occur after the termination date. In such event, except as otherwise expressly provided in his Incentive Agreement, the Grantee shall be entitled to exercise his rights only with respect to the portion of the Incentive Award that was vested as of his termination of Employment date for a period that shall end on the earlier of (i) the expiration date set forth in the Incentive Agreement or (ii) ninety (90) days after the date of his termination of Employment.

(b)Termination of Employment for Cause.  Unless otherwise expressly provided in the Grantee’s Incentive Agreement or the Plan, in the event of the termination of a Grantee’s Employment for Cause, all vested and non-vested Stock Options and other Incentive Awards granted to such Grantee shall immediately expire, and shall not be exercisable to any extent, as of 12:01 a.m. (CST) on the date of such termination of Employment.

(c)Retirement.  Unless otherwise expressly provided in the Grantee’s Incentive Agreement or the Plan, upon the termination of Employment due to the Grantee’s Retirement:

(i)any non-vested portion of any outstanding Option or other Incentive Award shall immediately terminate and no further vesting shall occur; and

(ii)any vested Option or other Incentive Award shall expire on the earlier of (A) the expiration date set forth in the Incentive Agreement for such Incentive Award; or (B) the expiration of (1) six (6) months after the date of his termination of Employment due to Retirement

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in the case of any Incentive Award other than an Incentive Stock Option or (2) three months after his termination date in the case of an Incentive Stock Option.

(d)Disability or Death.  Unless otherwise expressly provided in the Grantee’s Incentive Agreement or the Plan, upon termination of Employment as a result of the Grantee’s Disability or death:

(i)any non-vested portion of any outstanding Option or other Incentive Award shall immediately terminate upon termination of Employment and no further vesting shall occur; and

(ii)any vested Incentive Award shall expire on the earlier of either (A) the expiration date set forth in the Incentive Agreement or (B) the one year anniversary date of the Grantee’s termination of Employment date.

In the case of any vested Incentive Stock Option held by an Employee following termination of Employment, notwithstanding the definition of “Disability” in Section 1.2, whether the Employee has incurred a “Disability” for purposes of determining the length of the Option exercise period following termination of Employment under this Section 6.7(d) shall be determined by reference to Code Section 22(e)(3) to the extent required by Code Section 422(c)(6). The Committee shall determine whether a Disability for purposes of this Section 6.7(d) has occurred.

(e)Continuation.  Subject to the conditions and limitations of the Plan and applicable law and regulation in the event that a Grantee ceases to be an Employee, Outside Director or Consultant, as applicable, for whatever reason, the Committee and Grantee may mutually agree with respect to any outstanding Option or other Incentive Award then held by the Grantee (i) for an acceleration or other adjustment in any vesting schedule applicable to the Incentive Award; (ii) for a continuation of the exercise period following termination for a longer period than is otherwise provided under such Incentive Award; or (iii) to any other change in the terms and conditions of the Incentive Award. In the event of any such change to an outstanding Incentive Award, a written amendment to the Grantee’s Incentive Agreement shall be required.  No amendment to a Grantee’s Incentive Award shall be made to the extent compensation payable pursuant thereto as a result of such amendment would be considered deferred compensation subject to taxation under Code Section 409A, unless otherwise determined by the Committee.

6.8Change in Control

Notwithstanding any contrary provision in the Plan, in the event of a Change in Control (as defined below), the following actions shall automatically occur as of the day immediately preceding the Change in Control date unless expressly provided otherwise in the individual Grantee’s Incentive Agreement:

(a)all of the Stock Options and Stock Appreciation Rights then outstanding shall become 100% vested and immediately and fully exercisable;

(b)all of the restrictions and conditions of any Restricted Stock Awards, Restricted Stock Units and any Other Stock-Based Awards then outstanding shall be deemed satisfied, and the Restriction Period with respect thereto shall be deemed to have expired, and thus each such Incentive Award shall become free of all restrictions and fully vested; and

(c)all of the Performance-Based Awards shall become fully vested, deemed earned in full, and promptly paid within thirty (30) days to the affected Grantees without regard to payment schedules and notwithstanding that the applicable performance cycle, retention cycle or other restrictions and conditions have not been completed or satisfied.

For all purposes of this Plan, a “Change in Control” of the Company means the occurrence of any one or more of the following events:

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(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company or any Subsidiary, (ii) any acquisition by the Company or any Subsidiary or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iii) any acquisition by any corporation pursuant to a reorganization, merger, consolidation or similar business combination involving the Company (a “Merger”), if, following such Merger, the conditions described in Section 6.8(c) (below) are satisfied;

(b)Individuals who, as of the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, provided that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered a member of the Incumbent Board;

(c)Approval by the shareholders of the Company of a Merger, unless immediately following such Merger, (i) the holders of the Outstanding Company Voting Securities immediately prior to Merger beneficially own, directly or indirectly, more than 50% of the common stock of the corporation resulting from such Merger (or its parent corporation) in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to such Merger and (ii) at least a majority of the members of the board of directors of the corporation resulting from such Merger (or its parent corporation) were members of the Incumbent Board at the time of the execution of the initial agreement providing for such Merger;

(d)The sale or other disposition of all or substantially all of the assets of the Company, unless immediately following such sale or other disposition, (i) the holders of the Outstanding Company Voting Securities immediately prior to the consummation of such sale or other disposition beneficially own, directly or indirectly, more than 50% of the common stock of the corporation acquiring such assets in substantially the same proportions as their ownership of Outstanding Company Voting Securities immediately prior to the consummation of such sale or disposition, and (ii) at least a majority of the members of the board of directors of such corporation (or its parent corporation) were members of the Incumbent Board at the time of execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company; or

(e)The adoption of any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the occurrence of any of the foregoing events set out in this Section 6.8 which would otherwise result in a Change in Control, the Board may determine in its discretion, if it deems it to be in the best interest of the Company, that an event or events otherwise constituting or reasonably leading to a Change in Control shall not be deemed a Change in Control hereunder. Such determination shall be effective only if it is made by the Board (i) prior to the occurrence of an event that otherwise would be, or reasonably lead to, a Change in Control, or (ii) after such event only if made by the Board a majority of which is composed of directors who were members of the Board immediately prior to the event that otherwise would be, or reasonably lead to, a Change in Control.

Notwithstanding the foregoing provisions of this Section 6.8, to the extent that any payment or acceleration hereunder is subject to Code Section 409A for deferred compensation, then the term Change in Control hereunder shall be construed to have the meaning as set forth in Code Section 409A(2)(A)(v), but only to the extent

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inconsistent with the foregoing provisions of the Change in Control definition (above) as determined by the Committee.

6.9Exchange of Incentive Awards

The Committee may, in its discretion, permit any Grantee to surrender outstanding Incentive Awards in order to exercise or realize his rights under other Incentive Awards or in exchange for the grant of new Incentive Awards, or require holders of Incentive Awards to surrender outstanding Incentive Awards (or comparable rights under other plans or arrangements) as a condition precedent to the grant of new Incentive Awards.  No exchange of Incentive Awards shall be made under this Section 6.9 if such surrender causes any Incentive Award to provide for the deferral of compensation in a manner that is subject to taxation under Code Section 409A unless otherwise determined by the Committee.

6.10Financing

Subject to the requirements of the Sarbanes-Oxley Act of 2002, the Company may extend and maintain, or arrange for and guarantee, the extension and maintenance of financing to any Grantee to purchase Shares pursuant to exercise of an Incentive Award upon such terms as are approved by the Committee in its discretion.

SECTION 7.

GENERAL

7.1Effective Date and Grant Period

The Plan shall be subject to the approval of the shareholders of the Company within twelve (12) months after the Effective Date.  Incentive Awards may be granted under the Plan at any time prior to receipt of such shareholder approval; provided, however, if the requisite shareholder approval is not obtained within such 12-month period, any Incentive Awards granted hereunder shall automatically become null and void and of no force or effect.  Notwithstanding the foregoing, any Incentive Award that is intended to satisfy the Performance-Based Exception shall not be granted until the terms of the Plan are disclosed to, and approved by, shareholders of the Company in accordance with the requirements of the Performance-Based Exception.

7.2Funding and Liability of Company

No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made, or otherwise to segregate any assets. In addition, the Company shall not be required to maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for purposes of the Plan. Although bookkeeping accounts may be established with respect to Grantees who are entitled to cash, Common Stock or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto. The Plan shall not be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto. Any liability or obligation of the Company to any Grantee with respect to an Incentive Award shall be based solely upon any contractual obligations that may be created by this Plan and any Incentive Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company.  The Company, Board, and Committee shall not be required to give any security or bond for the performance of any obligation that may be created by the Plan.

7.3Withholding Taxes

(a)Tax Withholding.  The Company shall have the power and the right to deduct or withhold, or require a Grantee to remit to the Company, an amount sufficient to satisfy federal, state, and

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local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of the Plan or an Incentive Award hereunder. Upon the lapse of restrictions on Restricted Stock, the Committee, in its discretion, may elect to satisfy the tax withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum withholding taxes which could be imposed on the transaction as determined by the Committee.

(b)Share Withholding.  With respect to tax withholding required upon the exercise of Stock Options or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other taxable event arising as a result of any Incentive Awards, Grantees may elect, subject to the approval of the Committee in its discretion, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum withholding taxes which could be imposed on the transaction as determined by the Committee. All such elections shall be made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate.

(c)Incentive Stock Options.  With respect to Shares received by a Grantee pursuant to the exercise of an Incentive Stock Option, if such Grantee disposes of any such Shares within (i) two years from the date of grant of such Option or (ii) one year after the transfer of such shares to the Grantee, the Company shall have the right to withhold from any salary, wages or other compensation payable by the Company to the Grantee an amount sufficient to satisfy the minimum withholding taxes which could be imposed with respect to such disqualifying disposition.

(d)Loans.  To the extent permitted by the Sarbanes-Oxley Act of 2002 or other applicable law, the Committee may provide for loans, on either a short term or demand basis, from the Company to a Grantee who is an Employee or Consultant to permit the payment of taxes required by law.

7.4No Guarantee of Tax Consequences

Neither the Company nor the Committee makes any commitment or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any person participating or eligible to participate hereunder.

7.5Designation of Beneficiary by Participant

Each Grantee may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Grantee, shall be in a form prescribed by the Committee, and will be effective only when filed by the Grantee in writing with the Committee (or its delegate), and received and accepted during the Grantee’s lifetime.  In the absence of any such designation, benefits remaining unpaid at the Grantee’s death shall be paid to the Grantee’s estate.

7.6Deferrals

The Committee shall not permit a Grantee to defer such Grantee’s receipt of the payment of cash or the delivery of Shares under the terms of his Incentive Agreement that would otherwise be due and payable by virtue of the lapse or waiver of restrictions with respect to Restricted Stock or another form of Incentive Award, or the satisfaction of any requirements or goals with respect to any Incentive Awards.

7.7Amendment and Termination

The Board shall have the power and authority to terminate or amend the Plan at any time; provided, however, the Board shall not, without the approval of the shareholders of the Company within the time period required by applicable law:

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(a)except as provided in Section 6.6, increase the maximum number of Shares which may be issued under the Plan pursuant to Section 1.4;

(b)amend the requirements as to the class of Employees eligible to purchase Common Stock under the Plan;

(c)extend the term of the Plan; or,

(d)if the Company is a Publicly Held Corporation (i) increase the maximum limits on Incentive Awards to Covered Employees as set for compliance with the Performance-Based Exception or (ii) decrease the authority granted to the Committee under the Plan in contravention of Rule 16b-3 under the Exchange Act to the extent Section 16 of the Exchange Act is applicable to the Company.

No termination, amendment, or modification of the Plan shall adversely affect in any material way any outstanding Incentive Award previously granted to a Grantee under the Plan, without the written consent of such Grantee or other designated holder of such Incentive Award.

In addition, to the extent that the Committee determines that (a) the listing for qualification requirements of any national securities exchange or quotation system on which the Company’s Common Stock is then listed or quoted, if applicable, or (b) the Code (or regulations promulgated thereunder), require shareholder approval in order to maintain compliance with such listing requirements or to maintain any favorable tax advantages or qualifications, then the Plan shall not be amended in such respect without approval of the Company’s shareholders.

7.8Requirements of Law

(a)Governmental Entities and Securities Exchanges.  The granting of Incentive Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Certificates evidencing Shares delivered under the Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules and regulations of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation, and any applicable federal or state securities law or regulation. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

The Company shall not be required to sell or issue any Shares under any Incentive Award if the sale or issuance of such Shares would constitute a violation by the Grantee or any other individual exercising the Incentive Award, or the Company, of any provision of any law or regulation of any governmental authority, including without limitation, any federal or state securities law or regulation.  If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any Shares subject to an Incentive Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the Grantee or any other individual pursuant to an Incentive Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Incentive Award.  The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Incentive Award or the issuance of Shares pursuant to the Plan to comply with any law or regulation of any governmental authority.  As to any jurisdiction that expressly imposes the requirement that an Incentive Award shall not be exercisable until the Shares covered thereby are registered or are exempt from registration, the exercise of such Incentive Award (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

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(b)Securities Act Rule 701.  If no class of the Company’s securities is registered under Section 12 of the Exchange Act, then unless otherwise determined by the Committee, grants of Incentive Awards to “Rule 701 Grantees” (as defined below) and issuances of the underlying shares of Common Stock, if any, on the exercise or conversion of such Incentive Awards are intended to comply with all applicable conditions of Securities Act Rule 701 (“Rule 701”), including, without limitation, the restrictions as to the amount of securities that may be offered and sold in reliance on Rule 701, so as to qualify for an exemption from the registration requirements of the Securities Act. Any ambiguities or inconsistencies in the construction of an Incentive Award or the Plan shall be interpreted to give effect to such intention. In accordance with Rule 701, each Grantee shall receive a copy of the Plan on or before the date an Incentive Award is granted to him, as well as the additional disclosure required by Rule 701 (e) if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $5,000,000 as determined under Rule 701(e). If Rule 701 (or any successor provision) is amended to eliminate or otherwise modify any of the requirements specified in Rule 701, then the provisions of this Section 7.8(b) shall be interpreted and construed in accordance with Rule 701 as so amended. For purposes of this Section 7.8(b), as determined in accordance with Rule 701, “Rule 701 Grantees” shall mean any Grantee other than a director of the Company, the Company’s chairman, CEO, President, chief financial officer, controller and any vice president of the Company, and any other key employee of the Company who generally has access to financial and other business related information and possesses sufficient sophistication to understand and evaluate such information.

7.9Rule 16b-3 Securities Law Compliance for Insiders

If the Company is a Publicly Held Corporation, transactions under the Plan with respect to Insiders are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act to the extent Section 16 of the Exchange Act is applicable to the Company.  Any ambiguities or inconsistencies in the construction of an Incentive Award or the Plan shall be interpreted to give effect to such intention, and to the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Committee in its discretion.

7.10Compliance with Code Section 162(m) for Publicly Held Corporation

If the Company is a Publicly Held Corporation, unless otherwise determined by the Committee with respect to any particular Incentive Award, it is intended that the Plan shall comply fully with the applicable requirements so that any Incentive Awards subject to Section 162(m) that are granted to Covered Employees shall qualify for the Performance-Based Exception, except for grants of Nonstatutory Stock Options with an Option Price set at less than the Fair Market Value of a Share on the date of grant. If any provision of the Plan or an Incentive Agreement would disqualify the Plan or would not otherwise permit the Plan or Incentive Award to comply with the Performance-Based Exception as so intended, such provision shall be construed or deemed to be amended to conform to the requirements of the Performance-Based Exception to the extent permitted by applicable law and deemed advisable by the Committee; provided, however, no such construction or amendment shall have an adverse effect on the prior grant of an Incentive Award or the economic value to a Grantee of any outstanding Incentive Award.

7.11Compliance with Code Section 409A

It is intended that Incentive Awards granted under the Plan shall be exempt from, or in compliance with, Code Section 409A, unless otherwise determined by the Committee at the time of grant.  In that respect, the Board reserves the right to amend the Plan, and the Committee reserves the right to amend any outstanding Incentive Agreement, to the extent deemed necessary either to exempt such Incentive Award from Section 409A or to comply with the requirements of Section 409A, as applicable.  Further, Grantees who are “Specified Employees” (as defined under Section 409A), shall be required to delay payment of an Incentive Award for six (6) months after separation from service, but only to the extent such Incentive Award is governed by Section 409A and such delay is required thereunder.

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7.12Notices

(a)Notice From Insiders to Secretary of Change in Beneficial Ownership.  To the extent Section 16 of the Exchange Act is applicable to the Company, at least two business days prior to the date of a change in beneficial ownership of the Common Stock issued or delivered pursuant to this Plan, an Insider should report to the Secretary of the Company any such change to the beneficial ownership of Common Stock that is required to be reported with respect to such Insider under Rule 16(a)-3 promulgated pursuant to the Exchange Act.

(b)Notice to Insiders and Securities and Exchange Commission.  To the extent applicable, the Company shall provide notice to any Insider, as well as to the Securities and Exchange Commission, of any “blackout period,” as defined in Section 306(a)(4) of the Sarbanes-Oxley Act of 2002, in any case in which Insider is subject to the requirements of Section 304 of said Act in connection with such “blackout period.”

7.13Pre-Clearance Agreement with Brokers

Notwithstanding anything in the Plan to the contrary, no Shares issued pursuant to the Plan will be delivered to a broker or dealer that receives such Shares for the account of an Insider unless and until the broker or dealer enters into a written agreement with the Company whereby such broker or dealer agrees to report immediately to the Secretary of the Company (or other designated person) a change in the beneficial ownership of such Shares.

7.14Successors to Company

All obligations of the Company under the Plan with respect to Incentive Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

7.15Miscellaneous Provisions

(a)No Employee, Consultant, Outside Director, or other person shall have any claim or right to be granted an Incentive Award under the Plan. Neither the Plan, nor any action taken hereunder, shall be construed as giving any Employee, Consultant, or Outside Director any right to be retained in the Employment or other service of the Company or any Parent or Subsidiary.

(b)The expenses of the Plan shall be borne by the Company.

(c)By accepting any Incentive Award, each Grantee and each person claiming by or through him shall be deemed to have indicated his acceptance of the Plan.

(d)The proceeds received from the sale of Common Stock pursuant to the Plan shall be used for general corporate purposes of the Company.

7.16Severability

In the event that any provision of this Plan shall be held illegal, invalid or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if the illegal, invalid, or unenforceable provision was not included herein.

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7.17Gender, Tense and Headings

Whenever the context so requires, words of the masculine gender used herein shall include the feminine and neuter, and words used in the singular shall include the plural. Section headings as used herein are inserted solely for convenience and reference and constitute no part of the interpretation or construction of the Plan.

7.18Governing Law

The Plan shall be interpreted, construed and constructed in accordance with the laws of the state of Texas without regard to its conflicts of law provisions, except as may be superseded by applicable laws of the United States.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed in its name and on its behalf by its duly authorized officer, effective as of the Effective Date.

GLOBAL GEOPHYSICAL SERVICES, INC.
By:	/s/ Richard A. Degner
	Richard A. Degner
	President and Chief Executive Officer

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EX-10.38

Exhibit 10.38

[Execution Version]

SECURITY AGREEMENT

Dated as of April 30, 2010

among

GLOBAL GEOPHYSICAL SERVICES, INC.

and the other Debtors parties hereto

in favor of

BANK OF AMERICA, N.A.,
as Administrative Agent

TABLE OF CONTENTS

		Page
SECTION 1.	DEFINITIONS	1
SECTION 2.	GRANT OF SECURITY INTEREST	6
2.1	Grant of Security Interest	6
2.2	Avoidance Limitation	6
2.3	Debtors Remain Liable	6
SECTION 3.	REPRESENTATIONS AND WARRANTIES	7
3.1	Title; No Other Liens	7
3.2	Perfected First Priority Liens	7
3.3	Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office	7
3.4	Certain Collateral	7
3.5	Investment Property, Chattel Paper, and Instruments	8
3.6	Receivables	8
3.7	Intellectual Property	9
3.8	Deposit Accounts	9
SECTION 4.	COVENANTS AND AGREEMENTS	9
4.1	Covenants in Credit Agreement	9
4.2	Maintenance of Insurance	9
4.3	Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney	9
4.4	Changes in Name, etc	11
4.5	Delivery of Instruments, Chattel Paper, and Documents	11
4.6	Investment Property	11
4.7	Deposit Accounts	12
4.8	Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles	13
4.9	Intellectual Property	13
4.10	Actions With Respect to Certain Collateral	14
SECTION 5.	LIMITATION ON PERFECTION OF SECURITY INTEREST	15
5.1	Chattel Paper and Instruments	15
5.2	Documents	15
5.3	Letter of Credit Rights	15
5.4	Fixtures	15
5.5	Vehicles; Mobile Goods	15
SECTION 6.	REMEDIAL PROVISIONS	15
6.1	General Interim Remedies	15
6.2	Receivables, Chattel Paper, Instruments and Payment Intangibles	16
6.3	Contracts	16

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TABLE OF CONTENTS
(CONTINUED)

		Page
6.4	Pledged Securities	17
6.5	Foreclosure	17
6.6	Application of Proceeds	18
6.7	Waiver of Certain Rights	18
6.8	Remedies Cumulative	18
6.9	Reinstatement	18
SECTION 7.	MISCELLANEOUS	19
7.1	Amendments	19
7.2	Notices	19
7.3	No Waiver by Course of Conduct; Cumulative Remedies; No Duty	19
7.4	Enforcement Expenses; Indemnification	19
7.5	Successors and Assigns	20
7.6	Set-Off	20
7.7	Counterparts	20
7.8	Severability	20
7.9	Section Headings	20
7.10	Integration	20
7.11	GOVERNING LAW ETC	20
7.12	Additional Debtors	21
7.13	Termination; Releases	21

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TABLE OF CONTENTS
(CONTINUED)

SCHEDULES
Schedule 3.3		-	Organization Information
Schedule 3.4		-	Certain Collateral
Schedule 3.5(a)		-	Pledged Securities
Schedule 3.5(c)		-	Instruments
Schedule 3.7		-	Intellectual Property
Schedule 3.8		-	Deposit Accounts
ANNEXES
Annex I	-	Security Agreement Supplement
Annex II	-	Patent Security Agreement Supplement
Annex III	-	Trademark Security Agreement Supplement
Annex IV	-	Copyright Security Agreement Supplement

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SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of April 30, 2010 (this “Agreement”), is among GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Borrower”), the undersigned subsidiaries of the Borrower (the Borrower and such undersigned subsidiaries collectively being the “Debtors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined below).

INTRODUCTION

Reference is made to the Credit Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain financial institutions which are or may become parties thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.  Pursuant to the Guaranty dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Guaranty”), made by the  Debtors (other than the Borrower) in favor of the Administrative Agent, such Debtors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.  It is a condition precedent to the effectiveness of the Credit Agreement and the making of credit extensions thereunder that the Debtors shall have entered into this Agreement in order to secure the Borrower’s obligations under the Credit Agreement, the Debtors’ obligations under the Guaranty, and all other Secured Obligations (as defined below).

The Debtors share an identity of interest as members of a combined group of companies and will derive substantial direct and indirect economic and other benefits from the extensions of credit under the Credit Agreement.  Therefore, in consideration of the credit expected to be received in connection with the Credit Agreement, the Debtors jointly and severally agree with the Administrative Agent as follows:

SECTION 1.

DEFINITIONS

1.1Terms defined above and elsewhere in this Agreement shall have their specified meanings.  Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement.  All terms used herein and defined in the UCC shall have the same definitions herein as specified therein.

1.2Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Debtor, shall refer to such Debtor’s Collateral or the relevant part thereof.

1.3The following terms shall have the following meanings:

“Chattel Paper” means all of each Debtor’s present and future chattel paper, including electronic chattel paper.

“Collateral” has the meaning specified in Section 2.1.

“Collateral Account” means any deposit account with the Administrative Agent which is designated, maintained, and under the sole control of the Administrative Agent and is pledged to the Administrative Agent which has been established pursuant to the provisions of this Agreement for the purposes described in this Agreement including collecting, holding, disbursing, or applying certain funds, all in accordance with this Agreement.

“Contracts” shall mean all contracts, undertakings, or agreements (other than rights evidenced by Chattel Paper, Documents or Instruments) to which any Debtor now is, or hereafter will be, bound, or a party, beneficiary or assignee, in any event, including all contracts, undertakings, or agreements in or under which any Debtor may now

or hereafter have any right, title or interest, including any agreement relating to the terms of payment or the terms of performance of any Receivable.

“Copyrights” means all of the following now owned or hereafter acquired by any Debtor:  (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country and all extensions and renewals thereof, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including, without limitation, those listed in Schedule 3.7.

“Copyright Licenses” means any written agreement naming any Debtor as licensor or licensee (including, without limitation, those listed in Schedule 3.7), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Copyright Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex IV hereto.

“Deposit Accounts” means all deposit accounts now or hereafter held in the name of any Debtor.

“Document” means any document including, without limitation, a bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers.

“Equipment” means all of each Debtor’s present or future owned or leased fixtures and equipment wherever located, including without limitation airguns, receiving and recording equipment (including without limitation geophones, recording channels and recording hardware), and other equipment used by any Debtor for the provision of seismic data collection services or other services, Vehicles, trenchers, rolling stock, vessels, aircraft, and any manuals, instructions, blueprints, computer software (including software that is imbedded in and part of the equipment) and similar items which relate to the above, together with all parts thereof and all accessions and additions thereto.

“Event of Default” means any “Event of Default” under the Credit Agreement.

“Excluded Perfection Assets” shall mean, collectively, and without limitation of the Debtors’ obligations under Section 6.12 of the Credit Agreement, any property of a type not otherwise addressed in Section 5 hereof (a) in which a security interest cannot be perfected by the filing of a financing statement under the UCC or registration with the United States Patent and Trademark Office or United States Copyright Office and (b) with respect to which the Administrative Agent has determined, and continues to maintain, in its sole discretion that the cost of perfecting a security interest in such property outweighs any benefit that would be received by the Secured Parties therefrom; provided that, if at any time the Administrative Agent determines in its sole discretion that the cost of perfecting a security interest in any such property no longer outweighs the benefit that would be received by the Secured Parties therefrom, or at any time when an Event of Default is continuing, (i) the Administrative Agent may provide written notice to the Grantors specifying the property which shall no longer constitute “Excluded Perfection Assets” and (ii) upon perfection of the Administrative Agent’s security interest in such property, such property shall no longer constitute “Excluded Perfection Assets” (it being understood that, upon receipt of such notice from the Administrative Agent, the Debtors shall comply with Section 4.3 as if such property did not constitute “Excluded Perfection Assets”).

“Excluded Property” means any of the following property or assets of any Debtor:

(a)any property or assets to the extent that the Debtors are prohibited from granting a security interest in, pledge of, or charge, mortgage or lien upon any such property or assets by reason of (x) an existing and enforceable negative pledge provision or (y) applicable law or regulation to which such Debtors are subject, except

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(in the case of either of the foregoing clauses (x) and (y)) to the extent such prohibition is ineffective under the UCC;

(b)General Intangibles, Contracts, and Investment Property which by their respective express terms prohibit the grant of a security interest, except to the extent such prohibition is ineffective under the UCC;

(c)any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law;

(d)permits and licenses to the extent the grant of a security interest therein is prohibited under applicable law or regulation or by their express terms, except to the extent such prohibition is ineffective under the UCC;

(e)any deposit accounts (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Debtor’s employees or (ii) maintained in, and under the laws of, a jurisdiction other than the United States or any State thereof; and

(f)Excluded Stock.

“Excluded Stock” means 34% of the capital stock, membership interests or other equity or ownership interests in each direct Foreign Subsidiary of the Debtors that is a “controlled foreign corporation” under the Code.

“Fixtures” means any fixture or fixtures now or hereafter owned or leased by any of the Debtors, or in which any of the Debtors holds or acquires any other right, title or interest, constituting “fixtures” under the UCC.

“General Intangibles” means all general intangibles now owned or hereafter acquired by any Debtor, including all right, title and interest that such Debtor may now or hereafter have in or under any Contract, all payment intangibles, customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, software, data bases, data, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights and intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), uncertificated securities, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for pledged stock and Investment Property, rights or indemnification.

“Instruments” means all of each Debtor’s instruments, including all promissory notes and other evidences of indebtedness, including intercompany instruments, other than instruments that constitute, or are a part of a group of writings that constitute, Chattel Paper.

“Intellectual Property” means all intellectual and similar property of any Debtor of every kind and nature now owned or hereafter acquired by any Debtor, including inventions, designs, Patents, Patent Licenses, Trademarks, Trademark Licenses, Copyrights, Copyright Licenses, domain names and domain name registrations, trade secrets, confidential or proprietary technical and business information, know-how or other data or information, software and databases (including without limitation the Seismic Data Libraries) and all embodiments or fixations thereof and related documentation, registrations and franchises, licenses for any of the foregoing and all license rights, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Investment Property” shall mean, other than any shares or equity interests constituting Excluded Property or Excluded Stock, all investment property now owned or hereafter acquired by any Debtor, wherever located, including (i) all securities, whether certificated or uncertificated, including stocks, bonds, interests in limited liability companies, partnership interests, treasuries, certificates of deposit, and mutual fund shares; (ii) all securities

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entitlements of any Debtor, including the rights of any Debtor to any securities account and the financial assets held by a securities intermediary in such securities account and any free credit balance or other money owing by any securities intermediary with respect to that account; (iii) all securities accounts of any Debtor; (iv) all commodity contracts of any Debtor; and (v) all commodity accounts held by any Debtor.

“Inventory” means all of each Debtor’s present and future inventory, wherever located, including inventory, merchandise, goods and other personal property that are held by or on behalf of any Debtor for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in such Debtor’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies, and embedded software.  “Inventory” shall also include inventory in joint production with another person, inventory in which any Debtor has an interest as consignor, and inventory that is returned to or stopped in transit by any Debtor, and all combinations and products thereof.

“Letter-of-Credit Rights” shall mean all letter-of-credit rights now owned or hereafter acquired by any Debtor, including rights to payment or performance under a letter of credit, whether or not such Debtor, as beneficiary, has demanded or is entitled to demand payment or performance.

“Licenses” shall mean any Patent License, Trademark License, Copyright License, license related to seismic data or other license or sublicense to which any Debtor is a party, including any franchises, permits, certificates, licenses, authorizations and the like and any other requirements of any government or any commission, board, court, agency, instrumentality or political subdivision thereof.

“Liquid Assets” shall mean all cash and cash equivalents at any time held by any of the Debtors, including all amounts from time to time held in any checking, savings, deposit or other account of any of the Debtors, all monies, proceeds or sums due or to become due therefrom or thereon and all documents (including, but not limited to passbooks, certificates and receipts) evidencing all funds and investments held in such accounts.

“Patents” means all of the following now owned or hereafter acquired by any Debtor:  (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, or any other country, including, without limitation, any of the foregoing referred to in Schedule 3.7, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Debtor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.7).

“Patent Security Agreement Supplement” means a supplement to this Agreement by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex II hereto.

“Pledged Securities” means, with respect to each Debtor, (a) other than the Excluded Stock or any shares or equity interests constituting Excluded Property, all shares or other equity interests held by such Debtor in any corporations or other entities (including, without limitation, those corporations or other entities described in Schedule 3.5(a) that are directly held by such Debtor), together with all warrants to purchase, all depositary shares and all other rights of such Debtor in respect of such equity interests, (b) all certificates, instruments or other documents evidencing same and registered or held in the name of, or otherwise in the possession of, such Debtor, and (c) all present and future payments, dividend distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the equity interests described in clause (a) above, and all monies due or to become due and payable to such Debtor in connection with or related to such equity interests or otherwise paid, issued or distributed in respect of or in exchange therefor (including, without limitation, all proceeds of dissolution or liquidation).

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“Permitted Liens” means any Liens permitted by Section 7.01 of the Credit Agreement.

“Permitted Prior Liens” means the following:  (i) with respect to Equity Interests, instruments, and deposit accounts, Liens permitted by clauses (c) and (h) of Section 7.01 of the Credit Agreement and, solely with respect to applicable Deposit Accounts, Liens permitted by clause (f) of Section 7.01 of the Credit Agreement, and (ii) with respect to all other property, Liens permitted by Section 7.01 of the Credit Agreement.

“Proceeds” means all of each Debtor’s present and future (a) proceeds of the Collateral, whether arising from the collection, sale, lease, exchange, assignment, licensing, or other disposition of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of governmental authority), (c) claims against third parties for impairment, loss, damage, or impairment of the value of such property, and (d) any and all proceeds of, and all claims for, any insurance, indemnity, warranty or guaranty payable from time to time with respect to any of the Collateral, including any credit insurance with respect to Receivables, in each case whether represented as money, deposit accounts, accounts, general intangibles, securities, instruments, documents, chattel paper, inventory, equipment, fixtures, or goods.

“Receivables” means all of each Debtor’s present and future accounts, accounts from governmental agencies, instruments, and general intangibles, including those arising from the provision of services to the customers of any Debtor, and rights to payment under all Contracts, income tax refunds, and other rights to the payment of money, together with all of the right, title and interest of any of the Debtors in and to (a) all security pledged, assigned, hypothecated or granted to or held by any of the Debtors to secure the foregoing, (b) all of any of the Debtors’ right, title and interest in and to any goods or services, the sale of which gave rise thereto, (c) all guarantees, endorsements and indemnifications on, or of, any of the foregoing, (d) all powers of attorney granted to any of the Debtors for the execution of any evidence of indebtedness or security or other writing in connection therewith, (e) all credit information, reports and memoranda relating thereto, and (f) all other writings related in any way to the foregoing.

“Records” means all of each Debtor’s present and future books, accounting records, files, computer files, computer programs, correspondence, credit files, records, ledger cards, invoices, and other records primarily related to any other items of Collateral, including without limitation all similar information stored on a magnetic medium or other similar storage device and other papers and documents in the possession or under the control of any of the Debtors or any computer bureau from time to time acting for any of the Debtors.

“Secured Obligations” means (a) the Obligations and (b) any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

“Seismic Data Libraries” means all of the following now owned or hereafter acquired by any Debtor: two dimensional (2D), three dimensional (3D), and other seismic data including, without limitation, all storage media and support data, films, mylar, black-lines, sections, maps, coordinates, derivatives, invoices and licensing information held by the Debtors in connection with such data, including without limitation the Multi-Client Data.

“State of Organization” means the jurisdiction of organization of each of the Debtors as listed on Schedule 3.3.

“Supporting Obligations” shall mean all supporting obligations, including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

“Trademarks” means all of the following now owned or hereafter acquired by any Debtor:  all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States

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Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including, without limitation, any of the foregoing referred to in Schedule 3.7.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Debtor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.7.

“Trademark Security Agreement Supplement” shall mean a supplement to this Agreement, by each applicable Debtor in favor of the Administrative Agent, substantially in the form of Annex III hereto.

“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any successor statute.

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment, vibrator trucks and other vehicles covered by a certificate of title under the laws of any state, all tires and all other appurtenances to any of the foregoing.

SECTION 2.

GRANT OF SECURITY INTEREST

2.1Grant of Security Interest.  Each Debtor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in all of such Debtor’s right, title, and interest in and to the following property (the “Collateral”) to secure the payment and performance of the Secured Obligations:  (a) all Chattel Paper, all Collateral Accounts, all commercial tort claims described on Schedule 3.4 hereto or notified to the Administrative Agent pursuant to Section 4.10(b) hereof, all Contracts, all Deposit Accounts, all Documents, all Equipment, all Fixtures, all General Intangibles, all Instruments, all Intellectual Property, all Inventory, all Investment Property (including without limitation the Pledged Securities), all Letter of Credit Rights, all Liquid Assets, all Receivables, all Records, and all Supporting Obligations, (b) any and all additions, accessions and improvements to, all substitutions and replacements for and all products of or derived from the foregoing, and (c) all Proceeds of the foregoing; provided, however, that notwithstanding anything to the contrary contained herein or in any other Loan Document, this Agreement shall not constitute nor evidence a grant of a security interest, collateral assignment or any other type of Lien in Excluded Property.  The Proceeds of Excluded Property shall not constitute Excluded Property solely by virtue of being Proceeds thereof but only to the extent that such Proceeds otherwise independently constitute Excluded Property hereunder.

To the extent that the Collateral is not subject to the UCC, each Debtor collaterally assigns all of such Debtor’s right, title, and interest in and to such Collateral to the Administrative Agent for the benefit of the holders of the Secured Obligations to secure the payment and performance of the Secured Obligations to the full extent that such a collateral assignment is possible under the relevant law.

2.2Avoidance Limitation.  Notwithstanding Section 2.1 above, the amount of any Debtor’s Secured Obligations that are secured by its rights in Collateral subject to a Lien in favor of the Administrative Agent hereunder or under any other Security Document shall be limited to the extent, if any, required so that the Liens it has granted under this Security Agreement shall not be subject to avoidance under Section 548 of the Bankruptcy Code of the United States or to being set aside or annulled under any applicable Law relating to fraud on creditors.  In determining the limitations, if any, on the amount of any Debtor’s Secured Obligations that are subject to the Lien on such Debtor’s Collateral hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation or contribution which such Debtor may have under the Guaranty, any other agreement or applicable Law shall be taken into account.

2.3Debtors Remain Liable.  Anything herein to the contrary notwithstanding:  (a) each Debtor shall remain liable under the Contracts included in the Collateral to the extent set forth therein to perform such Debtor’s obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the

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Administrative Agent of any rights hereunder shall not release any Debtor from any obligations under the Contracts included in the Collateral; and (c) the Administrative Agent shall not have any obligation under the Contracts included in the Collateral by reason of this Agreement, nor shall the Administrative Agent be obligated to perform or fulfill any of the obligations of any Debtor thereunder, including any obligation to make any inquiry as to the nature or sufficiency of any payment any Debtor may be entitled to receive thereunder, to present or file any claim, or to take any action to collect or enforce any claim for payment thereunder.

SECTION 3.

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to make Credit Extentions to the Borrower under the Credit Agreement, each Debtor hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations, that:

3.1Title; No Other Liens.  Except for the security interests granted to the Administrative Agent for the benefit of the holders of the Secured Obligations pursuant to this Agreement and the other Permitted Liens, such Debtor owns each item of the Collateral free and clear of any and all Liens or claims of others.  No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, pursuant to this Agreement or as are permitted by the Credit Agreement.

3.2Perfected First Priority Liens.  The security interests granted pursuant to this Agreement (a) upon completion of the filing of financing statements describing the Collateral in the offices located in the jurisdictions listed on Schedule 3.3, the recording in the United States Patent and Trademark Office of the Trademark Security Agreement Supplement and the Patent Security Agreement Supplement and in the United States Copyright Office of the Copyright Security Agreement Supplement, as applicable, the taking of all applicable actions in respect of perfection contemplated by Sections 4.5, 4.6, 4.7 and 4.10 in respect of Collateral (in which a security interest cannot be perfected by the filing of a financing statement or such recordings in the United States Patent and Trademark Office or the United States Copyright Office), will constitute valid perfected security interests in all of the Collateral (other than Excluded Perfection Assets) in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, as collateral security for such Debtor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Debtor and any Persons purporting to purchase any Collateral from such Debtor and (b) are prior to all other Liens on the Collateral except for Permitted Prior Liens; provided that no representations are made herein with respect to the requirements of any laws of any jurisdiction other than the United States or any State thereof.

3.3Debtor’s Legal Name; Jurisdiction of Organization; Chief Executive Office.  Each Debtor’s exact legal name is set forth on the signature page hereof, and from and after an amendment or modification thereto, on a written notification delivered to the Administrative Agent pursuant to Section 4.4.  On the date hereof, such Debtor’s jurisdiction of organization, type of organization, identification number from the jurisdiction of organization (if any), and the location of such Debtor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 3.3.

3.4Certain Collateral.  None of the Collateral constitutes, or is the Proceeds of, farm products and none of the Collateral has been purchased for, or will be used by any Debtor primarily for personal, family or household purposes.  Except as set forth on Schedule 3.4 or otherwise notified to the Administrative Agent pursuant to Sections 4.9 or 4.10, respectively:

(a)none of the account debtors or other persons obligated on any of the Collateral of such Debtor is a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral of the type described in Section 4.10(a);

(b)such Debtor holds no commercial tort claims where the reasonably expected amount to be recovered from such claim exceeds $500,000;

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(c)such Debtor holds no interest in, title to or power to transfer, any Patents, Trademarks or Copyrights;

(d)such Debtor holds no interest in, title to or power to transfer any Intellectual Property that is registered or for which an application has been filed in the United States Patent and Trademark Office or the United States Copyright Office;

(e)such Debtor owns no vessels, rolling stock, or aircraft.

3.5Investment Property, Chattel Paper, and Instruments.

(a)Each Debtor is the legal and beneficial owner of the Pledged Securities as set forth on Schedule 3.5(a).  The Pledged Securities have been duly authorized, validly issued and are fully paid and non-assessable and are not subject to any limitations to purchase similar rights by any person, and none of the Pledged Securities constitutes margin stock (within the meaning of Regulation U issued by the FRB).  Except as set forth on Schedule 3.5(a), the Pledged Securities constitute all of the issued and outstanding shares of stock or other equity interests of each of the respective issuers thereof and no such issuer has any obligation to issue any additional shares of stock or other equity interests or rights or options thereto.  As of the date hereof, all Investment Property of the Debtors (including without limitation securities accounts) is listed on Schedule 3.5(a).

(b)Except as may be required in connection with any disposition of any portion of the Pledged Securities by laws affecting the offering and sale of securities generally, no consent of any Person and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required in connection with (i) the execution, delivery, performance, validity or enforceability of this Agreement, (ii) the perfection or maintenance of the security interest created hereby (including the first priority nature thereof), or (iii) the exercise by the Administrative Agent of the rights provided for in this Agreement.

(c)Each of the Instruments and Chattel Paper pledged by such Debtor hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general principles of equity. Schedule 3.5(c) lists all of the Instruments issued to or held by each Debtor as of the Closing Date.

(d)Such Debtor is the record and beneficial owner of, and has good title to the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and other Permitted Liens.

3.6Receivables.

(a)No amount payable to such Debtor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent to the extent required by Section 5.

(b)The amounts represented by such Debtor to the Secured Parties from time to time as owing to such Debtor in respect of the Receivables will at such times be accurate in all material respects.

(c)All Receivables of such Debtor existing on the Closing Date arise from bona fide sales or leases by such Debtor of goods and services.

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3.7Intellectual Property.

(a)Schedule 3.7 lists all Intellectual Property necessary for the conduct of such Debtor’s business as currently conducted that is owned by such Debtor in its own name on the date hereof.

(b)On the date hereof, all material Intellectual Property of such Debtor described on Schedule 3.7 is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person in any material respect.

(c)Except as set forth in Schedule 3.7, on the date hereof, none of such Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Debtor is the licensor or franchisor.

(d)No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Debtor’s rights in, any such Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.

(e)No action or proceeding is pending, or, to the knowledge of such Debtor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any such Intellectual Property or such Debtor’s ownership interest therein, or (ii) which, if adversely determined, would reasonably be expected to have a Material Adverse Effect.

3.8Deposit Accounts.  As of the date hereof, all Deposit Accounts of the Debtors are listed on Schedule 3.8.

SECTION 4.

COVENANTS AND AGREEMENTS

Each Debtor covenants and agrees with the Administrative Agent and the holders of the Secured Obligations that, from and after the date of this Agreement until this Agreement terminates in accordance with Section 7.13(a):

4.1Covenants in Credit Agreement.  Such Debtor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Debtor or any of its Subsidiaries.

4.2Maintenance of Insurance.  Such Debtor will comply with the provisions of the Credit Agreement governing the maintenance of insurance for any of its assets constituting Collateral.

4.3Maintenance of Perfected Security Interest; Further Documentation; Filing Authorization; Further Assurances; Power of Attorney.

(a)Such Debtor shall maintain the security interest created by this Agreement as a perfected first priority security interest subject only to Permitted Liens (and the limitations on perfection and method of perfection provided in Section 5) and shall defend such security interest against the claims and demands of all Persons whomsoever.

(b)Such Debtor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Debtor and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

(c)Subject in each case to Section 5, each Debtor further agrees to take any other action reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability

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of the Administrative Agent to enforce, the security interest in any and all of the Collateral (except as otherwise permitted with respect to Excluded Perfection Assets) including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor; (ii) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the security interest in such Collateral; (iii) complying with any provision of any statute, regulation or treaty of the United States or any other country as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral; and (iv) taking all actions required by the UCC or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction.

(d)Each Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any jurisdiction in which the Uniform Commercial Code has been adopted any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of each Debtor or words of similar effect, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by the UCC for the sufficiency or filing office acceptance of any initial financing statement or amendment.  Each Debtor agrees to furnish any such information to the Administrative Agent promptly upon request.  Each Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

(e)During the existence of an Event of Default,

(i)No Debtor shall initiate any action with respect to remedy such Event of Default without granting Administrative Agent advance written notice of such Debtor’s intent to initiate such actions and the opportunity to consult with such Debtor regarding such Debtor’s proposed actions (unless immediate action is reasonably necessary to prevent loss to such Debtor);

(ii)At Administrative Agent’s request, each Debtor shall take any actions reasonably requested by Administrative Agent with respect to such Event of Default, including diligently endeavoring to cure any material defect existing or claimed, and taking all reasonably necessary and desirable steps for the defense of any legal proceedings, including the employment of counsel, the prosecution or defense of litigation, and the release or discharge of all adverse claims;

(iii)Administrative Agent, whether or not named as a party to any legal proceedings, is authorized to take any additional steps as Administrative Agent deems reasonably necessary or desirable for the defense of any such legal proceedings or the protection of the validity or priority of this Agreement and the liens, security interests, and assignments created hereunder, including the employment of independent counsel, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to any Collateral and the payment or removal of prior liens or security interests, and the reasonable expenses of Administrative Agent in taking such action shall be paid by the Debtors; and

(iv)Each Debtor agrees that, if such Debtor fails to perform under this Agreement or any other Loan Document, Administrative Agent may, but shall not be obligated to, perform such Debtor’s obligations under this Agreement or such other Loan Document, and any reasonable expenses incurred by Administrative Agent in performing such Debtor’s obligations shall be paid by such Debtor.  Any such performance by Administrative Agent may be made by Administrative Agent in reasonable reliance on any statement, invoice, or claim, without inquiry into the validity or accuracy thereof.  The amount and nature of any expense of Administrative Agent hereunder shall be conclusively established by a certificate of any officer of Administrative Agent absent manifest error.

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(f)Debtor irrevocably appoints Administrative Agent as Debtor’s attorney in fact, with full authority to act during the existence of an Event of Default for Debtor and in the name of Debtor, to take any action and execute any agreement which Administrative Agent deems reasonably necessary or advisable to accomplish the purposes of this Agreement, including the matters that Administrative Agent is expressly authorized to take pursuant to this Agreement (including the matters described in paragraph (c) above), and instituting proceedings Administrative Agent deems reasonably necessary or desirable to enforce the rights of Administrative Agent with respect to this Agreement.

4.4Changes in Name, etc.  Such Debtor will not, except upon 30 days’ prior written notice to the Administrative Agent (or such longer period as the Administrative Agent may consent to in its sole discretion) and delivery to the Administrative Agent of all additional approved or executed financing statements and other executed documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein:  (a) change its type of organization, jurisdiction of organization or other legal structure from that referred to in Section 3.3, (b) change its organizational number if it has one, or (c) change its name.

4.5Delivery of Instruments, Chattel Paper, and Documents.  If any amount payable under or in connection with any of the Collateral is or becomes evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper shall, to the extent required by Section 5, be immediately delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.  If any goods are or become covered by a negotiable Document, such Document shall, to the extent required by Section 5, be immediately delivered to the Administrative Agent to be held as Collateral pursuant to this Agreement.

4.6Investment Property.  With respect to Investment Property (other than Excluded Stock) and Pledged Securities:

(a)If any Debtor shall at any time hold or acquire any Pledged Securities which are certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Securities, or otherwise, such Debtor shall promptly, and in any event within ten (10) Business Days after receipt thereof (or such longer period as the Administrative Agent may consent to in its sole discretion), deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.  If any Pledged Securities now owned or hereafter acquired by any Debtor are uncertificated securities and are issued to such Debtor or its nominee directly by the issuer thereof, such Debtor shall promptly notify the Administrative Agent thereof, and shall take any actions requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 of the UCC) with respect thereto.  If any Pledged Securities, whether certificated securities or uncertificated securities, or other Investment Property now or hereafter acquired by any Debtor are held or acquired by such Debtor or its nominee through a securities intermediary or commodity intermediary, such Debtor shall promptly notify the Administrative Agent thereof and, shall take any actions reasonably requested by the Administrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC, as applicable) with respect thereto.  To the extent that the Administrative Agent has the right pursuant to the foregoing to give entitlement orders or instructions or directions to any issuer, securities intermediary or commodity intermediary or to withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, the Administrative Agent agrees with each Debtor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Debtor, unless an Event of Default has occurred and is continuing.

(b)So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled:

(i)to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Securities of such Debtor, and for that purpose the Administrative Agent shall

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(if any Pledged Securities shall be registered in the name of the Administrative Agent or its nominee) execute or cause to be executed from time to time, at the expense of the Borrower, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise such voting power with respect to the Pledged Securities; and

(ii)except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are permitted pursuant to the terms of the Credit Agreement, other than (x) stock or liquidating dividends or (y) other dividends or other amounts payable under or in connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (y) being “Extraordinary Payments”), paid, issued or distributed from time to time in respect of the Pledged Securities.  If any Extraordinary Payment is paid or payable, then such sum shall be paid by each such Debtor to the Administrative Agent promptly, and in any event within ten (10) Business Days after receipt thereof (or such longer period as the Administrative Agent may consent to in its sole discretion), to be held by the Administrative Agent as additional collateral hereunder.

(c)Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.6(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to Section 4.6(b) shall cease, and thereupon the Administrative Agent shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Securities during such an Event of Default and otherwise to act with respect to the Pledged Securities as outright owner thereof.

(d)All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this Section 4.6 shall be received and held in trust for the benefit of the Administrative Agent, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the Administrative Agent as Pledged Securities in the same form as so received (with any necessary endorsement).

(e)If such Debtor is an issuer of Pledged Securities, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of Section 4.6(f) with respect to the Pledged Securities issued by it.  In addition, if any such Debtor is a partnership or a limited liability company, such Debtor (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of the UCC, (ii) agrees that it will take no action to cause or permit any such equity interest to become a security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a security, such Debtor will (and the Debtor that holds such equity interest hereby instructs such issuing Debtor to) comply with instructions originated by the Administrative Agent without further consent by such Debtor.

(f)Each Debtor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Debtor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby including as permitted in Section 4.6(b)(ii) herein, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.

4.7Deposit Accounts.  If any Debtor shall at any time establish any new Deposit Account (other than any Deposit Account that constitutes Excluded Property), such Debtor shall promptly, and in any event within ten

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(10) Business Days after establishment thereof (or such longer period as the Administrative Agent may consent to in its sole discretion), notify the Administrative Agent of such Deposit Account.  All United States Deposit Accounts of the Debtors shall be maintained with depositories that are Lenders in accordance with Section 6.12 of the Credit Agreement.

4.8Modifications of Receivables, Chattel Paper, Instruments and Payment Intangibles.  No Debtor will, without the Administrative Agent’s prior written consent (which consent shall not be unreasonably withheld or delayed):  (a) compromise or grant any extension of the time of payment of any of the Collateral consisting of Receivables, Chattel Paper, Instruments or payment intangibles, (b) settle the same for less than the full amount thereof, (c) release, wholly or partly, any obligor liable for the payment thereof or (d) allow any credit or discount whatsoever thereon; provided, that so long as no Event of Default has occurred and is continuing, this Section 4.8 shall not restrict any extensions, credits, discounts, compromises or settlements (i) granted or made by any Debtor with respect to Receivables, Chattel Paper, Instruments or payment intangibles with individually or in the aggregate are not material to such Debtor, or (ii) granted or made by any Debtor in the ordinary course of such Debtor’s business and consistent with such prudent practices used in industries that are the same as or similar to those which such Debtor is engaged.

4.9Intellectual Property.  With respect to Intellectual Property:

(a)Such Debtor (either itself or through licensees) will (i) continue to use each Trademark necessary to the conduct of its business in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) use such Trademark with the appropriate notice of registration and substantially all other notices and legends required by applicable Laws, (iii) not knowingly adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (iv) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way;

(b)Such Debtor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent necessary for the conduct of its business may become forfeited, abandoned or dedicated to the public;

(c)Such Debtor (either itself or through licensees) (i) will employ each Copyright necessary for the conduct of its business and (ii) will not (and will not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of such Copyrights may become invalidated or otherwise impaired.  Such Debtor will not (either itself or through licensees) do any act whereby any material portion of such Copyrights may fall into the public domain;

(d)Such Debtor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property necessary for the conduct of its business to materially infringe the intellectual property rights of any other Person;

(e)Such Debtor will notify the Agents and the Lenders promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property necessary for the conduct of its business may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office) regarding such Debtor’s ownership of, or the validity of, any such Intellectual Property or such Debtor’s right to register the same or to own and maintain the same;

(f)Whenever such Debtor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property necessary for the conduct of its business with the United States Patent and Trademark Office, the United States Copyright Office, such Debtor shall report such filing to the Administrative Agent within 30 days after the date on which such filing occurs (or such

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longer period as the Administrative Agent may consent to in its sole discretion).  Upon request of the Administrative Agent, such Debtor shall promptly execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the security interest granted hereunder to the Administrative Agent for the benefit of the holders of the Secured Obligations in any Copyright, Patent or Trademark necessary for the conduct of its business and the goodwill and general intangibles of such Debtor relating thereto or represented thereby;

(g)Such Debtor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, to maintain and pursue each application relating to any Intellectual Property necessary for the conduct of its business (and to obtain the relevant registration) and to maintain each registration of such Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability;

(h)In the event that any Intellectual Property necessary for the conduct of its business is infringed, misappropriated or diluted by a third party, such Debtor shall (i) take such actions as such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Administrative Agent after it learns thereof and take such actions as such Debtor shall reasonably deem appropriate under the circumstances, including filing suit for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for infringement, misappropriation or dilution; and

(i)One copy of the Seismic Data Library shall be kept at all times at 13927 South Gessner Road, Missouri City, Texas 77489.  The Debtors shall provide the Administrative Agent all rights and information necessary to access such copy, and shall not at any time remove or impair the Administrative Agent’s access to such copy.

4.10Actions With Respect to Certain Collateral.

(a)If any of the account debtors or other Persons obligated on any of the Receivables, Chattel Paper, Instruments or payment intangibles with a value in excess of $500,000, or on any Contract with a value in excess of $500,000 in any twelve month period, is or becomes a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule in respect of such Collateral, Debtor shall promptly (i) notify the Administrative Agent in a writing signed by such Debtor that such account debtor or other Person obligated on such Collateral is a governmental authority subject to the Federal Assignment of Claims Act or like federal or state statute or rule and (ii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such Collateral.

(b)If any Debtor shall at any time hold or acquire a commercial tort claim with a value in excess of $500,000, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Security Agreement, with such writing to be in form and substance satisfactory to the Administrative Agent.

(c)If any Debtor shall at any time hold or acquire any vessel or aircraft, such Debtor shall promptly notify the Administrative Agent in a writing signed by such Debtor, and shall take all actions reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, a security interest therein.

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SECTION 5.

LIMITATION ON PERFECTION OF SECURITY INTEREST

5.1Chattel Paper and Instruments.  The perfection of the security interest granted in Section 2 above in, respectively, Chattel Paper (whether tangible or electronic) and Instruments (other than intercompany obligations owing by the Borrower or any of its Subsidiaries to any Debtor) will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) with respect to all Chattel Paper and Instruments, the aggregate face amount of all such Chattel Paper and Instruments does not exceed $2,000,000 and (b) with respect to any individual Chattel Paper or Instrument, the face amount thereof does not exceed $500,000.

5.2Documents.  The perfection of the security interest granted in Section 2 above in Documents will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) the aggregate value of the goods covered by all such Documents does not exceed $2,000,000 and (b) the value of the goods covered by any individual Document does not exceed $500,000.

5.3Letter of Credit Rights.  The perfection of the security interest granted in Section 2 above in Letter-of-Credit Rights will be required only with respect to (a) solely following the occurrence of an Event of Default and request by the Administrative Agent, any individual Letter-of-Credit Right the face amount of which exceeds $500,000 and (b) any Letter of Credit Rights constituting Supporting Obligations.

5.4Fixtures.  The perfection of the security interest granted in Section 2 above in Fixtures (other than Fixtures related to owned or leased real property of any Debtor which is subject to a Mortgage) will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent has required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code.

5.5Vehicles; Mobile Goods.  The perfection of the security interest granted in Section 2 above in Vehicles will be required only following the occurrence of an Event of Default and request by the Administrative Agent.  Following the occurrence of an Event of Default and request by the Administrative Agent, with respect to any Vehicle now or hereafter owned by a Debtor, such Debtor agrees to take such action (or cause its Subsidiaries to take such action), including endorsing certificates of title or executing applications for transfer of title, as is reasonably required by the Administrative Agent to enable it to properly perfect and protect its Lien on such Vehicles and to transfer the same.

SECTION 6.

REMEDIAL PROVISIONS

During the existence of an Event of Default, the Administrative Agent may, at the Administrative Agent’s option, exercise one or more of the remedies specified elsewhere in this Agreement or the following remedies:

6.1General Interim Remedies.

(a)To the extent permitted by law, the Administrative Agent may exercise all the rights and remedies of a secured party under the UCC.

(b)The Administrative Agent may prosecute actions in equity or at law for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power herein granted or for the enforcement of any other appropriate legal or equitable remedy.

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(c)           The Administrative Agent may require any Debtor to promptly assemble any tangible Collateral of such Debtor and make it available to the Administrative Agent at a place to be designated by the Administrative Agent.  The Administrative Agent may occupy any premises owned or leased by any Debtor where the Collateral is assembled for a reasonable period in order to effectuate the Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Debtor with respect to such occupation.

6.2           Receivables, Chattel Paper, Instruments and Payment Intangibles.  During the existence of an Event of Default, the Administrative Agent may establish Collateral Accounts for the purpose of collecting the payments due to the Debtors under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles and holding the proceeds thereof, and may, or may direct the Debtors to, instruct all makers and/or all obligors with respect thereto to make all payments with respect to such Collateral directly to the Administrative Agent for deposit into such Collateral Account.  After such direction to the Debtors, all payments, whether of principal, interest, or other amounts, under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles shall be directed to such Collateral Accounts.  All such payments which may from time to time come into the possession of any Debtor shall be held in trust for the Administrative Agent, segregated from the other funds of such Debtor, and delivered to the Administrative Agent immediately in the form received with any necessary endorsement for deposit into such Collateral Account, such delivery in no event to be later than one Business Day after receipt thereof by the applicable Debtor.  Each Debtor agrees to execute any documents reasonably requested by the Administrative Agent to create any Collateral Account and pledge it to the Administrative Agent.  In connection with the foregoing, the Administrative Agent shall have the right at any time during the existence of an Event of Default to take any of the following actions, in the Administrative Agent’s own name or in the name of the applicable Debtor:  compromise or extend the time for payment of any payments due with respect to any Instrument or Chattel Paper upon such terms as the Administrative Agent may reasonably determine; endorse the name of the applicable Debtor, on checks, instruments, or other evidences of payment with respect to any such Collateral; make written or verbal requests for verification of amount owing on any such Collateral from the maker thereof or obligor thereunder; open mail addressed to such Debtor which the Administrative Agent reasonably believes relates to any such Collateral, and, to the extent of checks or other payments with respect to any such Collateral, dispose of same in accordance with this Agreement; take action in the Administrative Agent’s name or the applicable Debtor’s name, to enforce collection; and take all other action necessary to carry out this Agreement and give effect to the Administrative Agent’s rights hereunder.  Costs and expenses incurred by the Administrative Agent in collection and enforcement of amounts owed under any Contracts or otherwise with respect to the Receivables, Chattel Paper, Instruments and/or payment intangibles, including attorneys’ fees and out-of-pocket expenses, shall be reimbursed by the applicable Debtor to the Administrative Agent on demand.

6.3           Contracts.  During the existence of an Event of Default, the Administrative Agent may, at its option, exercise one or more of the following remedies with respect to the Contracts that constitute Collateral:

(a)           (i) take any action permitted under Section 6.2 and (ii) in the place and stead of the applicable Debtor, exercise any other rights of such Debtor under the Contracts in accordance with the terms thereof.  Without limitation of the foregoing, each Debtor agrees that under the foregoing circumstances, the Administrative Agent may give notices, consents and demands and make elections under the Contracts, modify or waive the terms of the Contracts and enforce the Contracts, in each case, to the same extent and on the same terms as such Debtor might have done.  It is understood and agreed that notwithstanding the exercise of such rights and/or the taking or such actions by the Administrative Agent, such Debtor shall remain liable for performance of its obligations under the Contracts;

(b)           upon receipt by the Administrative Agent of notice from any counterparty to any Contract of such Person’s intent to terminate such Contract, the Administrative Agent shall be entitled to (i) cure or cause to be cured the condition giving rise to such Person’s right of termination of such Contract, or (ii) acquire and assume (or assign and cause the assumption by a third party of) the rights and obligations of the applicable Debtor under such Contract; and

(c)           upon termination of any Contract by operation of law or otherwise, the Administrative Agent shall be entitled to enter into a new agreement (“Successor Agreement”) with the counterparty to such

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terminated Contract, on the same terms and with the same provisions as such terminated Contract.  Each Debtor agrees that such Debtor shall have no rights whatsoever with respect to any Successor Agreement.

6.4           Pledged Securities.

(a)           If the Administrative Agent shall determine to exercise the right to sell any or all of the Pledged Securities pursuant to this Section 6.4, and if in the opinion of the Administrative Agent it is necessary to have the Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933 (the “Securities Act”), as amended, the relevant Debtor will cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary to register the Pledged Securities, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Securities, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto.  Each Debtor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b)           Each Debtor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.  Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.  The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.

(c)           Each Debtor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities pursuant to this Section 6.4 valid and binding and in compliance with any and all other applicable Laws.  Each Debtor further agrees that a breach of any of the covenants contained in this Section 6.4 will cause irreparable injury to the Administrative Agent and the holders of the Secured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.4 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

6.5           Foreclosure.

(a)           The Administrative Agent may foreclose on the Collateral in any manner permitted by the courts of or in the State of New York or the jurisdiction in which any Collateral is located.  If the Administrative Agent should institute a suit for the collection of the Secured Obligations and for the foreclosure of this Agreement, the Administrative Agent may at any time before the entry of a final judgment dismiss the same, and take any other action permitted by this Agreement.

(b)           To the extent permitted by law, the Administrative Agent may exercise all the foreclosure rights and remedies of a secured party under the UCC.  In connection therewith, the Administrative Agent may sell

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any Collateral at public or private sale, at the office of the Administrative Agent or elsewhere, for cash or credit and upon such other terms as the Administrative Agent deems commercially reasonable.  The Administrative Agent may sell any Collateral at one or more sales, and the security interest granted hereunder shall remain in effect as to the unsold portion of the Collateral.  Each Debtor agrees that to the extent permitted by law such sales may be made without notice.  If notice is required by law, each Debtor hereby deems ten days advance notice of the time and place of any public or private sale reasonable notification, recognizing that if any portion of the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, shorter notice may be reasonable.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any sale by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was adjourned.  In the event that any sale hereunder is not completed or is defective in the opinion of the Administrative Agent, the Administrative Agent shall have the right to cause subsequent sales to be made hereunder.  Any statements of fact or other recitals made in any bill of sale, assignment, or other document representing any sale hereunder, including statements relating to the occurrence of an Event of Default, acceleration of the Secured Obligations, notice of the sale, the time, place, and terms of the sale, and other actions taken by the Administrative Agent in relation to the sale may be conclusively relied upon by the purchaser at any sale hereunder.  The Administrative Agent may delegate to any agent the performance of any acts in connection with any sale hereunder, including the sending of notices and the conduct of the sale.

6.6           Application of Proceeds.

(a)           Unless otherwise specified herein, any cash proceeds received by the Administrative Agent from the sale of, collection of, or other realization upon any part of the Collateral or any other amounts received by the Administrative Agent hereunder may be, at the reasonable discretion of the Administrative Agent (i) held by the Administrative Agent in one or more Collateral Accounts as cash collateral for the Secured Obligations or (ii) applied to the Secured Obligations.

(b)           Amounts applied to the Secured Obligations shall be applied in the following order:

First, to the payment of the costs and expenses of exercising the Administrative Agent’s rights hereunder, whether expressly provided for herein or otherwise; and

Second, to the payment of the Secured Obligations in the order set forth in Section 8.03 of the Credit Agreement.

Any surplus cash collateral or cash proceeds held by the Administrative Agent after payment in full of the Secured Obligations and the termination of any commitments of the Administrative Agent to any Debtor shall be paid over to such Debtor or to whomever may be lawfully entitled to receive such surplus.

6.7           Waiver of Certain Rights.  To the full extent each Debtor may do so, such Debtor shall not insist upon, plead, claim, or take advantage of any law providing for any appraisement, valuation, stay, extension, or redemption, and such Debtor hereby waives and releases the same, and all rights to a marshaling of the assets of such Debtor, including the Collateral of such Debtor, or to a sale in inverse order of alienation in the event of foreclosure of the liens and security interests hereby created.  Such Debtor shall not assert any right under any law pertaining to the marshaling of assets, sale in inverse order of alienation, the administration of estates of decedents or other matters whatever to defeat, reduce, or affect the right of the Administrative Agent under the terms of this Agreement.

6.8           Remedies Cumulative.  The Administrative Agent’s remedies under this Agreement and the Loan Documents to which any Debtor is a party shall be cumulative, and no delay in enforcing this Agreement and the Loan Documents to which any Debtor is a party shall act as a waiver of the Administrative Agent’s rights hereunder.

6.9           Reinstatement.  The obligations of each Debtor under this Agreement shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Secured Obligations

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is rescinded or otherwise must be restored or returned by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Debtor or any other obligor or otherwise, all as though such payment had not been made.

SECTION 7.

MISCELLANEOUS

7.1           Amendments.  None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement.  No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any waiver, amendment, supplement or other modification to this Agreement.

7.2           Notices.  All notices, requests and demands to or upon the Administrative Agent or any Debtor hereunder shall be effected in the manner provided for in Section 10.02 of the Credit Agreement.  All notices, requests and demands hereunder to any Debtor shall be given to it at its address or telecopy number provided in Schedule 10.02 of the Credit Agreement.

7.3           No Waiver by Course of Conduct; Cumulative Remedies; No Duty.  No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent, any right, power or privilege hereunder shall operate as a waiver thereof.  No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  A waiver by the Administrative Agent of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent would otherwise have on any future occasion.  The rights and remedies provided herein and in the other Loan Documents are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.  The powers conferred on Administrative Agent under this Agreement are solely to protect Administrative Agent’s rights under this Agreement and shall not impose any duty upon it to exercise any such powers.  Except as elsewhere provided hereunder, Administrative Agent shall have no duty as to any of the Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral.

7.4           Enforcement Expenses; Indemnification.

(a)           Each Debtor agrees to pay all costs and expenses incurred in connection with the enforcement, attempted enforcement, exercise, or preservation of any rights or remedies under this Agreement or the other Loan Documents to which such Debtor is a party (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all attorneys’ fees.

(b)           Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent and each holder of the Secured Obligations harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

(c)           Each Debtor agrees to pay, and to indemnify and hold the Administrative Agent, each holder of the Secured Obligations, and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including attorneys’ fees) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with the execution, delivery, enforcement, performance or administration of any Guaranty, this Agreement, or any Loan Document to which such Debtor is a party, in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or

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disbursements (i) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) result from a claim brought by any Debtor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Debtor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(d)           All amounts due under this Section 7.4 shall be payable upon demand therefor. The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

7.5           Successors and Assigns.  This Agreement shall be binding upon the successors and assigns of each Debtor and shall inure to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and assigns; provided that no Debtor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

7.6           Set-Off.  Each Debtor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time upon the occurrence and during the continuance of any Event of Default, without prior notice to such Debtor or any other Loan Party, any such notice being waived by such Debtor to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Debtor against any and all Obligations owing to such Lender under the Credit Agreement, any Guaranty, or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand for payment and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness.  Any such set-off shall be subject to the notice requirements of Section 10.08 of the Credit Agreement; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

7.7           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.8           Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.9           Section Headings.  The Section headings used in this Agreement are included for convenience of reference only and shall not affect the interpretation of this Agreement.

7.10         Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.

7.11         GOVERNING LAW ETC.

(a)           GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)           SUBMISSION TO JURISDICTION.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR

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RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVER OF VENUE.  EACH DEBTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)           SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.2.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e)           WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

7.12         Additional Debtors.  Each Subsidiary of the Borrower that is required to become a party to this Agreement after the date hereof pursuant to Section 6.12 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto.

7.13         Termination; Releases.

(a)           This Security Agreement and the security interest created hereby shall terminate when the Aggregate Commitments have been fully and finally terminated and all the Secured Obligations have been indefeasibly paid in full (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Letters of Credit have expired or terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), at which time the Administrative Agent shall execute and deliver to the Debtors or the Debtors’ designee, at the Debtors’ expense, all Uniform Commercial Code termination statements and similar documents which the Debtors shall reasonably request from time to time to evidence such termination.  Any

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execution and delivery of termination statements or documents pursuant to this Section 7.13(a) shall be without recourse to or warranty by the Administrative Agent.

(b)           In the event that all the Equity Interests of any Debtor shall be sold, transferred or otherwise disposed of to a person that is not an Affiliate of the Borrower in accordance with the terms of the Credit Agreement, at the request and sole expense of such Debtor,  the Administrative Agent shall promptly execute and deliver to such Debtor all releases or other documents reasonably necessary or desirable for the release of such Debtor from its obligations hereunder and of the security interests created hereby on such Equity Interests and in the Collateral of such Debtor; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise.  If any of the Collateral shall be sold, transferred or otherwise disposed of by any Debtor in a transaction permitted by the Credit Agreement, at the request and sole expense of such Debtor,  the Administrative Agent shall promptly execute and deliver to such Debtor all releases or other documents reasonably necessary or desirable for the release of the security interest created hereby on such Collateral; provided that, to the extent required by the Credit Agreement, the Required Lenders or, if required by the terms of the Credit Agreement, such other requisite number of Lenders, shall have consented to such sale, transfer or other disposition and the terms of such consent did not provide otherwise; provided, further, that such security interest will continue to attach to all proceeds of such sales or other dispositions.  Any execution and delivery of termination statements or documents pursuant to this Section 7.13(b) shall be without recourse to or warranty by the Administrative Agent.

(c)           No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of Collateral or Debtors pursuant to this Section.

(d)           Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent subject to such Debtor’s rights under Section 9-509(d)(2) of the UCC.

[Signature pages follow.]

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EXECUTED as of the date first above written.

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Antonikia L. Thomas
Name: Antonikia L. Thomas
Title: Assistant Vice President

GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Finacial Officer
AUTOSEIS, INC., a Texas corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Finacial Officer
GGS INTERNATIONAL HOLDINGS, INC., a Texas corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Finacial Officer

EX-10.39

Exhibit 10.39

SUPPLEMENT NO. 1 TO THE SECURITY AGREEMENT

This SUPPLEMENT NO. 1 dated as of September 8, 2010 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Security Agreement”), among Global Geophysical Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

A             Reference is made to the Credit Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and others.  Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

B.            The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement.  Section 7.12 of the Security Agreement and Section 18 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Debtor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor under the Guaranty.

C.            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.

Accordingly, the Administrative Agent and the New Debtor agree as follows:

SECTION 1.           In accordance with Section 7.12 of the Security Agreement, the New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct on and as of the date hereof.  The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtor.  In furtherance of the foregoing, the New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of the New Debtor’s right, title and interest in and to the Collateral of the New Debtor.  Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtor.

SECTION 2.           In accordance with Section 18 of the Guaranty, the New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof.  Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtor.

SECTION 3.  The New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.           This Supplement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 5.           Except as expressly supplemented hereby, the Security Agreement and the Guaranty shall remain in full force and effect.

SECTION 6.           THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.           All communications and notices to the New Debtor under the Security Agreement or the Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for the New Debtor set forth under its signature below.

SECTION 8.           The New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

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IN WITNESS WHEREOF, the New Debtor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

GLOBAL MICROSEISMIC, INC., a Texas corporation
By:	/s/ Alvin L. Thomas
Name: Alvin L. Thomas
Title: Senior VP, Secretary and General Counsel
Address: 13927 S. Gessner Rd.
Missouri City, TX 77489

Signature page to Supplement No. 1 to the Security Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s / Antonikia L. Thomas
Name: Antonikia L. Thomas
Title: Assistant Vice President
Address:
901 Main Street
Dallas, TX 75202
Mail Code: TX1-492-14-11

Signature page to Supplement No. 1 to the Security Agreement

EX-10.40

Exhibit 10.40

SUPPLEMENT NO. 2 TO THE SECURITY AGREEMENT

This SUPPLEMENT NO. 2 dated as of November 12, 2010 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Security Agreement”), among Global Geophysical Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

A             Reference is made to the Credit Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and others.  Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

B.            The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement.  Section 7.12 of the Security Agreement and Section 18 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement.  Each undersigned Subsidiary (each a “New Debtor” and, collectively, the “New Debtors”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor under the Guaranty.

C.            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.

Accordingly, the Administrative Agent and the New Debtors agree as follows:

SECTION 1.           In accordance with Section 7.12 of the Security Agreement, each New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct on and as of the date hereof.  The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to each New Debtor.  In furtherance of the foregoing, each New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of such New Debtor’s right, title and interest in and to the Collateral of such New Debtor.  Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtors.

SECTION 2.           In accordance with Section 18 of the Guaranty, each New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and each New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof.  Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtors.

SECTION 3.           Each New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.           This Supplement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 5.           Except as expressly supplemented hereby, the Security Agreement and the Guaranty shall remain in full force and effect.

SECTION 6.           THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.           All communications and notices to the New Debtors under the Security Agreement or the Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for the applicable New Debtor set forth under its signature below.

SECTION 8.           Each New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

 [Signature page follows]

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IN WITNESS WHEREOF, the New Debtors and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

PAISANO LEASE CO., INC., a Texas corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Financial Officer
Address: 13927 S. Gessner Rd.
Missouri City, TX 77489
GLOBAL EURASIA, LLC, a Delaware limited liability corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Finacial Officer
Address: 13927 S. Gessner Rd.
Missouri City, TX 77489

[Signatures continue on next page]

Signature page to Supplement No. 2 to the Security Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Antonikia L. Thomas
Name: Antonikia L. Thomas
Title: Assistant Vice President
Address: 901 Main Street
Dallas, TX 75202
Mail Code: TX1-492-14-11

Signature page to Supplement No. 2 to the Security Agreement

EX-10.41

Exhibit 10.41

SUPPLEMENT NO. 3 TO THE SECURITY AGREEMENT

This SUPPLEMENT NO. 3 dated as of December 7, 2010 (this “Supplement”), is delivered in connection with (a) the Security Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Security Agreement”), among Global Geophysical Services, Inc., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower (such subsidiaries together with the Borrower, the “Debtors”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the benefit of the holders of the Secured Obligations (as defined therein) and (b) the Guaranty dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Guaranty”) made by the Debtors other than the Borrower (the “Guarantors”) for the benefit of the Administrative Agent and the Lenders.

A             Reference is made to the Credit Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent and others.  Pursuant to the Guaranty, the Guarantors have agreed to guarantee, among other things, the full payment and performance of all of the Borrower’s obligations under the Credit Agreement.

B.            The Debtors have entered into the Security Agreement and the Guarantors have entered into the Guaranty as a condition precedent to the effectiveness of the Credit Agreement.  Section 7.12 of the Security Agreement and Section 18 of the Guaranty provide that additional Subsidiaries of the Borrower may become Debtors under the Security Agreement and Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Debtor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Debtor under the Security Agreement and a Guarantor under the Guaranty.

C.            Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement, the Guaranty, and the Credit Agreement.

Accordingly, the Administrative Agent and the New Debtor agree as follows:

SECTION 1.           In accordance with Section 7.12 of the Security Agreement, the New Debtor by its signature below becomes a Debtor under the Security Agreement with the same force and effect as if originally named therein as a Debtor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Debtor thereunder and (b) represents and warrants that the representations and warranties made by it as a Debtor thereunder are true and correct on and as of the date hereof.  The Schedules to the Security Agreement are hereby supplemented by the Schedules attached hereto with respect to the New Debtor.  In furtherance of the foregoing, the New Debtor, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), does hereby create and grant to the Administrative Agent, for the benefit of the holders of the Secured Obligations, a security interest in and lien on all of the New Debtor’s right, title and interest in and to the Collateral of the New Debtor.  Each reference to a “Debtor” in the Security Agreement shall be deemed to include the New Debtor.

SECTION 2.           In accordance with Section 18 of the Guaranty, the New Debtor by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor, and the New Debtor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof.  Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Debtor.

SECTION 3.           The New Debtor represents and warrants to the Administrative Agent that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.           This Supplement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 5.           Except as expressly supplemented hereby, the Security Agreement and the Guaranty shall remain in full force and effect.

SECTION 6.           THIS SUPPLEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.           All communications and notices to the New Debtor under the Security Agreement or the Guaranty shall be in writing and given as provided in Section 7.2 of the Security Agreement to the address for the New Debtor set forth under its signature below.

SECTION 8.           The New Debtor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

[Signature page follows]

2

IN WITNESS WHEREOF, the New Debtor and the Administrative Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

AUTOSEIS DEVELOPMENT COMPANY
a Texas corporation
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Financial Officer
Address: 13927 S. Gessner Rd.
Missouri City, TX 77489

[Signatures continue on next page]

Signature page to Supplement No. 3 to the Security Agreement

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Antonikia L. Thomas
Name: Antonikia L. Thomas
Title: Assistant Vice President
Address: 901 Main Street
Dallas, TX 75202
Mail Code: TX1-492-14-11

Signature page to Supplement No. 3 to the Security Agreement

EX-10.42

Exhibit 10.42

ASSIGNMENT OF INSURANCE
(this “Assignment”)

Global Geophysical Services, Inc. (the “Assignor”), a Delaware corporation, the owner of the vessels listed on Schedule I attached hereto (the “Vessels”), in consideration of One Dollar ($1.00) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has sold, assigned, transferred and set over, and by this instrument does sell, assign, transfer and set over unto Bank of America, N.A. (the “Assignee”), as administrative agent (the “Administrative Agent”) for the benefit of the Secured Parties defined under that certain Credit Agreement dated as of April 30, 2010, (as amended or otherwise modified from time to time, the “Credit Agreement”) among the Assignor, as borrower, the Assignee, as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders (as defined therein), and unto the Assignee’s successors and permitted assigns, to its and its successors’ and permitted assigns’ own proper use and benefit, and, as security for all of the Obligations (as defined in the Credit Agreement) of the Assignor and the other Loan Parties and to secure as well the performance and observance of all agreements, covenants and provisions contained in this Assignment, the other Loan Documents and any Secured Cash Management Agreements or Secured Hedge Agreements (each as defined in the Credit Agreement), all right, title and interest of the Assignor under, in and to (i) all insurances in respect of the Vessels, whether heretofore, now or hereafter effected, and all renewals of or replacements for the same (the “Insurances”), (ii) all claims, returns of premium and other moneys and claims for moneys due and to become due under or in respect of the Insurances, (iii) all other rights of the Assignor under or in respect of the Insurances and (iv) any proceeds of any of the foregoing. Capitalized terms used herein and not otherwise defined are used herein as defined in the Credit Agreement.

Section 1.Representations, Warranties and Covenants.  The Assignor hereby warrants and represents that each of the Insurances is in full force and effect and is enforceable in accordance with its terms, and that the Assignor is not in default thereunder.  The Assignor hereby further warrants and represents that it has not assigned, pledged or in any way created or suffered to be created any security interest in the whole or any part of the right, title and interest hereby assigned, except for the assignment to the Assignee.  The Assignor hereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, it will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors or assigns, and it will not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the Insurances in any material respect, or of this Assignment or of any of the rights created by the Insurances or this Assignment.

The Assignor hereby further covenants and agrees to procure that notice of this Assignment shall be duly given to all underwriters and that where the consent of any underwriter is required pursuant to any of the insurances assigned hereby it shall be obtained and evidence thereof shall be given to the Assignee, or, in the alternative, that in the case of protection and indemnity coverage the Assignor shall obtain, with the Assignee’s approval, a letter of undertaking by the underwriters or clubs, and that there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in

connection with the insurances assigned hereby such clauses as to named assured or loss payees as the Assignee may require or approve.  In all cases (except in the case of protection and indemnity coverage), unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.

The Assignor agrees that at any time and from time to time, upon the written request of the Assignee, its successors and permitted assigns, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee, its successors and permitted assigns may reasonably request in order to obtain the full benefits of this Assignment and of the rights and powers herein granted.

Any payments made pursuant to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee.

Section 2.Freedom of Assignee from Obligations.  It is hereby expressly agreed that anything herein contained to the contrary notwithstanding, the Assignor shall remain liable under the Insurances to perform all of the obligations assumed by it thereunder and the Assignee shall have no obligation or liability (including, without limitation, any obligation or liability with respect to the payment of premiums, calls or assessments) under the Insurances by reason of or arising out of this Assignment, nor shall the Assignee be required or obligated in any manner to perform or fulfill any obligations of the Assignor under or pursuant to the Insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times.

Section 3.Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises.  Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of the Insurances or otherwise, and any claim made by the Assignee hereunder or under the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of the Assignor.  The Assignor hereby irrevocably authorizes the Assignee, at the Assignor’s expense, to file, at any time and from time to time, such financing and continuation statements or papers of similar purpose or effect relating to this Assignment, without the Assignor’s signature, as the Assignee at its option may deem appropriate and appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect and continue the security interests conferred hereby.

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Section 4.Irrevocable Assignment.  The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable and may not be amended or waived except by an instrument in writing signed by the party against whom enforcement is sought.

Section 5.Conditions of Assignment.  Unless and until an Event of Default shall have occurred and be continuing under that certain First Preferred Fleet Mortgage effective as of April 30, 2010, in respect of the Vessels by the Assignor to the Assignee, as Administrative Agent (the “Mortgage”), the Assignor shall be entitled to exercise all its rights under the Insurances (subject to the provisions of this Assignment) in all respects as if this Assignment had not been made.

Section 6.Governing Law.

(a)This Assignment shall be construed in accordance with and governed by the laws of the State of New York, United States of America, without regard to its conflict of laws rules (other than Section 5-1401 of the New York General Obligations Law).  The Assignor hereby irrevocably and unconditionally submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Assignment or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Assignment or the subject matter hereof may not be enforced in or by such courts.  The Assignor irrevocably consents to the service of any and all process in any such suit, action or proceeding by the mailing of copies of such process to the Assignor at its address specified in Section 7 hereof.  The Assignor agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this paragraph shall affect the right of the Assignee to serve legal process in any other manner permitted by law or affect the right of the Assignee to bring any action or proceeding against the Assignor or its property in the courts of any other jurisdiction.

(b)BY ITS SIGNATURE BELOW WRITTEN THE ASSIGNOR HEREBY IRREVOCABLY WAIVES UNDER APPLICABLE LAW ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE CREDIT AGREEMENT OR THE MORTGAGE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 7.Notices.  All notices or other communications required or permitted to be made or given hereunder shall be made in writing, in English, and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return

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receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as any party hereto may from time to time designate to the others in such manner:

If to the Assignee:

Bank of America, N.A., Administrative Agent

901 Main Street

Mail Code TX1-492-14-11

Dallas, Texas 75202

Attention:  Michelle Diggs

Telephone:  214-209-4126

Telecopier:  214-290-8365

Electronic Mail:  michelle.diggs@baml.com

If to the Assignor:

Global Geophysical Services, Inc.

13927 South Gessner Road

Missouri City, Texas  77489

Attention:  Jerry Dresner

Telephone: 713-808-7257

Telecopier: 713-808-7757

Electronic mail:  jerry.dresner@globalgeophysical.com

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery.  Any communication transmitted by facsimile, or other direct written electronic means, or by registered air mail, shall be deemed to have been validly and effectively given or delivered on the day when received.

Section 8.Headings.  The division of this Assignment into sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation or construction of this Assignment.

Section 9.Termination.  This Assignment shall create a continuing security interest and shall (a) remain in full force and effect until the Aggregate Commitments have been fully and finally terminated and all of the Obligations have been indefeasibly paid in full (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Letters of Credit have expired or terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), at which time the Administrative Agent shall execute and deliver to the Assignee or the Assignee’s designee, at the Assignee’s expense, all termination statements and similar documents which the Assignee shall reasonably request from time to time to evidence such termination, (b) be binding upon the Assignor and its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Assignee hereunder, to the benefit of and be binding upon, the Assignee and the

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Lenders and their respective successors, transferees, and assigns.  Without limiting the generality of the foregoing clause, when any Assignee assigns or otherwise transfers any interest held by it under the Credit Agreement or other Loan Document to any other Person pursuant to the terms of the Credit Agreement or such other Loan Document, that other Person shall thereupon become vested with all the benefits held by such Assignee under this Assignment.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed this 30th day of April, 2010.

	GLOBAL GEOPHYSICAL SERVICES, INC.
	By:	/s/ P. Mathew Verghese
	Name: P. Mathew Verghese
	Title: Senior VP and Chief Financial Officer
The terms and conditions of
this Assignment are hereby

ACCEPTED BY:

BANK OF AMERICA, N.A., as Administrative Agent

By:

Name:

Title:

Signature Page

SCHEDULE I

Description of Vessels

OWNER	VESSEL	OFF. NO	FLAG OF DOCUMENTATION
Global Geophysical Services, Inc.	Global Mirage	1060662	United States
Global Geophysical Services, Inc.	Global Quest	1050795	United States
Global Geophysical Services, Inc.	Global Vision	1058458	United States
Global Geophysical Services, Inc.	James H. Scott	1172960	United States
Global Geophysical Services, Inc.	Global Longhorn	1208913	United States
Global Geophysical Services, Inc.	Lori B	1111303	United States

NOTICE OF ASSIGNMENT

To Whom It May Concern:

Global Geophysical Services, Inc., a Delaware corporation, (the “Owner”), owner of the vessels listed on Schedule I attached hereto (the “Vessels”), HEREBY GIVES NOTICE that by an Assignment dated April 30, 2010 and made by the Owner to Bank of America, N.A. (the “Assignee”), as Administrative Agent pursuant to, and for the benefit of the Secured Parties as defined under, that certain Credit Agreement dated as of April 30, 2010 (as amended or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, the Owner, as borrower, the Assignee, as Administrative Agent, Swing Line Lender, and L/C Issuer (each as defined therein), and the Lenders (as defined therein), the Owner assigned to the Assignee all of the Owner’s right, title and interest in and to all insurances and the benefit of all insurances heretofore, now or hereafter taken out in respect of the Vessels.  This Notice and the attached Loss Payable Clauses are to be endorsed on all policies and certificates of entry evidencing such insurances.

GLOBAL GEOPHYSICAL SERVICES, INC.

By:

Name:

Title:

LOSS PAYABLE CLAUSES

Loss, if any, payable to Bank of America, N.A., in its capacity as Administrative Agent pursuant to, and for the benefit of the Secured Parties (as defined under that certain Credit Agreement dated as of April 30, 2010 (as amended or otherwise modified from time to time, the “Credit Agreement”) among Global Geophysical Services, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time, and the Assignee, as Administrative Agent, Swing Line Lender and L/C Issuer relating to that certain First Preferred Fleet Mortgage dated April 30, 2010 (the “Mortgage”) by the Borrower (the “Owner”) to Administrative Agent, as Mortgagee (the “Mortgagee”) for distribution by it to the Mortgagee and then to the Owner as their respective interests may appear, or order, except that, unless the underwriters have been otherwise instructed by notice in writing from the Mortgagee in the case of any loss involving any damage to any Vessel or liability of any Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay the Owner as reimbursement therefor, provided, however, that if such damage involves a loss in excess of U.S. $                   or its equivalent the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.

In the event of an actual or constructive total loss or a compromised or arranged total loss or requisition of title, all insurance payments therefor shall be paid to the Mortgagee, for distribution by it in accordance with the terms of the Mortgage.

EX-10.43

Exhibit 10.43

NOTICE OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:  YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

A CARBON, PHOTOGRAPHIC, FACSIMILE, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF COLLATERAL.

A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT.  A POWER OF SALE MAY ALLOW TRUSTEE OR MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY MORTGAGOR UNDER THIS INSTRUMENT.

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING
(TEXAS)

by and from

GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation,

(Mortgagor, Debtor and Grantor)

to

Aaron Roffwarg, an individual, as Trustee, “Trustee”

for the benefit of

BANK OF AMERICA, N.A., as Administrative Agent,

(Mortgagee, Beneficiary and Grantee)

dated as of April 30, 2010

County:	Fort Bend
State:	Texas

THIS INSTRUMENT IS A DEED OF TRUST AND A FIXTURE FILING AND SHOULD BE FILED FOR RECORD IN THE RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED.  THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A DEED OF TRUST, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN.

PREPARED BY:

Bracewell & Giuliani LLP
711 Louisiana, Suite 2300
Houston, Texas 77002
Attention:  Heather Brown

RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO:

Bracewell & Giuliani LLP
711 Louisiana, Suite 2300
Houston, Texas 77002
Attention:  Brandie Martin

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (TEXAS)

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (TEXAS) (this “Deed of Trust”) is dated as of the 30th day of April, 2010, by and from GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (“Mortgagor”), whose address is 13927 South Gessner Road, Missouri City, TX 77489, to Aaron Roffwarg, an individual, as trustee (“Trustee”), whose address is 711 Louisiana, Suite 2300, Houston, TX 77002, for the benefit of Bank of America, N.A., as Administrative Agent (“Mortgagee”), for the holders of the Secured Obligations (as defined below), having an address at Agency Management, 901 Main Street, 14th Floor, Dallas, Texas 75202-3714.

ARTICLE I
Definitions

All capitalized terms used herein without definition shall have the respective meanings ascribed to them in that certain Credit Agreement dated as of April 30, 2010, among GLOBAL GEOPHYSICAL SERVICES, INC. (the “Borrower”), the financial institutions from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer (as amended, amended and restated, supplemented, extended,  or otherwise modified from time to time, the “Credit Agreement”).  As used in this Deed of Trust, the following terms shall have the following meanings:

1.1“Cash Collateral Accounts” means any deposit account with Mortgagee which is designated, maintained, and under the control of Mortgagee and over which Mortgagee has a security interest, and which has been established pursuant to the provisions of this Deed of Trust for the purposes described in this Deed of Trust, including for collecting, holding, disbursing, or applying certain funds, all in accordance with this Deed of Trust.

1.2“Event of Default” shall have the meaning set forth in Article IV hereof.

1.3“Indemnified Party” means the Mortgagee (and any sub-agent thereof), the Trustee, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons.

1.4“Mortgaged Property”:  All of Mortgagor’s present and future right, title and interest in and to (1) the fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor (the “Land”), (2) all improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (3) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “Fixtures”), (4) all goods, accounts, general intangibles, instruments, documents, chattel paper

and all other personal property of any kind or character, including such items of personal property as defined in the UCC (defined below), now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (5) all reserves, escrows or impounds required under the Credit Agreement and all deposit accounts maintained by Mortgagor with respect to the Mortgaged Property (the “Deposit Accounts”), (6) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (7) all of the rents, revenues, royalties, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (8) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (9) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (10) all property tax refunds (the “Tax Refunds”), (11) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, howsoever arising, including from the collection, sale, lease, exchange, assignment, licensing or other disposition of such property, and all claims of Mortgagor against third parties for loss, damage or impairment of value of such property the (“Proceeds”), (12) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”), and (13) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”).  As used in this Deed of Trust, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

1.5“Permitted Liens”:  Liens permitted by the Credit Agreement.

1.6“Secured Obligations”:  means (without duplication):

(a)the Obligations; and

(b)any increases, extensions, renewals, replacements, and rearrangements of the foregoing obligations under any amendments, supplements, and other modifications of the agreements creating the foregoing obligations, in each case, whether direct or indirect, absolute or contingent.

1.7“UCC”:  The Uniform Commercial Code of Texas or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than Texas, then, as to the matter in question, the Uniform Commercial Code in effect in that state.

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ARTICLE II
Grant

2.1Grant.  To secure the full and timely payment and performance of the Secured Obligations, Mortgagor GRANTS, BARGAINS, ASSIGNS, SELLS and CONVEYS, to Trustee the Mortgaged Property, subject, however, to the Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property, IN TRUST FOR MORTGAGEE, WITH POWER OF SALE, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee, against anyone claiming by, though or under Mortgagor, but not otherwise.

2.2Revolving Credit and Future Advances.  It is contemplated and acknowledged that the Secured Obligations may include revolving credit loans and advances from time to time, and that this Deed of Trust shall have effect as of the date hereof to secure all Secured Obligations, regardless of whether any amounts are advanced on the date hereof or on a later date or, whether having been advanced, are later repaid in part or in whole and further advances made at a later date. This Deed of Trust secures all future advances and obligations constituting Secured Obligations.

2.3Mortgagor Remains Liable.  The granting of the liens, security interests, and assignments and the exercise by Trustee or Mortgagee of its rights hereunder shall not release Mortgagor from any obligations nor cause Trustee or Mortgagee to assume any obligations with respect to the Mortgaged Property.

ARTICLE III
Warranties, Representations and Covenants

Mortgagor warrants, represents and covenants to Mortgagee as follows:

3.1Incorporation of Representations and Warranties from Credit Agreement.  The representations and warranties contained in Article V of the Credit Agreement are hereby confirmed and restated, each such representation and warranty, together with all related definitions and ancillary provisions, being hereby incorporated into this Deed of Trust by reference as though specifically set forth in this Section, subject to the limitations thereon as set forth in the Credit Agreement.

3.2Title to Mortgaged Property; Lien of this Instrument; Filings.  Mortgagor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Liens and the matters described in Exhibit B attached hereto and incorporated by this reference.  This Deed of Trust creates valid, enforceable first priority liens and security interests against the Mortgaged Property, and the recording of this Deed of Trust in the real property records of Fort Bend County, Texas is the only recording or filing necessary to create a valid mortgage lien that is effective against third parties and recognized in bankruptcy on the Land.  Except for such recording and the recording described in Section 6.2, there are no recordings or filings with, or authorizations, consents, approvals, licenses, permits, privileges, or other rights granted by, any governmental authorities required to be held by Mortgagee or Mortgagor in

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connection with the execution and delivery of this Deed of Trust, the performance of this Deed of Trust, or the exercise of rights and remedies under this Deed of Trust.

3.3First Lien Status.  Mortgagor shall preserve and protect the first lien and security interest status of this Deed of Trust and the other Loan Documents.  If any lien or security interest other than the Permitted Liens is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Mortgagee).  If the proceeds of the Secured Obligations are used to pay any indebtedness secured by prior liens, Mortgagee is subrogated to all of the rights and liens of the holders of such indebtedness.

3.4Payment and Performance.  Mortgagor covenants that it shall timely pay and perform the Secured Obligations.

3.5Replacement of Fixtures and Personalty.  Mortgagor shall not, without the prior written consent of Mortgagee, not to be unreasonably withheld, permit any of the Fixtures or Personalty owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless such item is removed in the ordinary course of Mortgagor’s business or the removed item is removed temporarily for maintenance and repair or, if removed permanently, is permitted to be removed by the Credit Agreement, or is obsolete and is replaced by an article of equal or better suitability and value, owned by Mortgagor subject to the liens and security interests of this Deed of Trust and the other Loan Documents, and free and clear of any other lien or security interest except such as may be permitted under the Credit Agreement or first approved in writing by Mortgagee.

3.6Other Covenants.  Mortgagor agrees to comply with all the covenants, both affirmative and negative, in the Credit Agreement, and each such covenant is hereby incorporated by reference as if fully set forth herein.

3.7Condemnation Awards and Insurance.

(a)Condemnation Awards.  Mortgagor collaterally assigns all awards and compensation to which it is entitled for any condemnation or other taking of the Mortgaged Property, or any purchase in lieu thereof, to Mortgagee, and, upon the occurrence and continuance of an Event of Default, Mortgagee may receive such monies.

(b)Further Acts.  Mortgagor covenants that Mortgagor shall execute and deliver such other and further instruments, and shall do such other and further acts as in the reasonable opinion of Mortgagee may be necessary to carry out more effectively the purposes of this Deed of Trust, including without limiting the generality of the foregoing, (i) prompt correction of any defect in the execution or acknowledgment of this Deed of Trust, any written instrument comprising part or all of the Secured Obligations, or any other document executed and delivered in connection herewith; (ii) prompt correction of any defect which may hereafter be discovered in the title to the Mortgaged Property, to

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the extent such defect would cause any representation and warranty made herein, if deemed repeated at such time, to not be true and correct; and (iii) prompt payment when due and owing of all taxes, assessments and governmental charges imposed on this Deed of Trust.

(c)Maintenance of Lien and Security Interest.  Mortgagor covenants that Mortgagor shall maintain and preserve the Lien and security interest herein created as a valid first priority security interest on the Mortgaged Property, subject only to Permitted Liens, until the Liens created hereby are, or Mortgagor is, as the case may be, released by the applicable provisions of Section 8.4.

(d)Change of Address.  Mortgagor shall immediately notify Mortgagee of any discontinuance of or change in the address of Mortgagor’s chief executive office or office where it keeps records concerning accounts, contract rights and general intangibles.

(e)Insurance.  To the extent that insurance is carried by a third party operator on behalf of Mortgagor, upon request by Mortgagee, Mortgagor shall obtain and provide Mortgagee with copies of certificates of insurance showing Mortgagor as a named insured.  To the extent not prohibited by the terms of such insurance or any agreement with such third party operator (unless otherwise consented by such operator, which consent Mortgagor will use commercially reasonable efforts to obtain if requested by Mortgagee), and to the extent related coverage is not terminated or the benefits available thereunder are not otherwise prejudiced or impaired, Mortgagor hereby collaterally assigns to Mortgagee any and all monies that may become payable under any such policies of insurance by reason of damage, loss or destruction of any of the Mortgaged Property and, upon the occurrence and continuance of an Event of Default, Mortgagee may receive such monies.

ARTICLE IV
Default and Foreclosure

4.1Events of Default.  An Event of Default under the terms of the Credit Agreement shall constitute an “Event of Default” under this Deed of Trust.

4.2Remedies.  If an Event of Default exists, Mortgagee may, at Mortgagee’s election, and in its own name or through Trustee or otherwise (all further references in this Section 4, to Mortgagee shall be deemed to refer to Mortgagee or Trustee acting on behalf of Mortgagee), exercise any or all of the following rights, remedies and recourses:

(a)Acceleration.  Declare the Secured Obligations to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

(b)Entry on Mortgaged Property.  Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or

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located thereon.  If Mortgagor remains in possession of the Mortgaged Property after an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(c)Operation of Mortgaged Property.  Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.8.

(d)Foreclosure and Sale.  Sell or offer for sale the Mortgaged Property in such portions, order and parcels as Mortgagee may determine, with or without having first taken possession of the same, to the highest bidder for cash at public auction in accordance with the provisions of Section 51.002 of the Texas Property Code, as now or hereafter amended, or in any other manner permitted by the laws of the State of Texas.  Any such sale conducted pursuant to this Section 4.2(d) shall be made in accordance with such laws of the State of Texas relating to the sale of real estate or by the provisions of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent articles or enactments relating to the same.  With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten days prior written notice shall be deemed commercially reasonable.  At any such sale whether made under the power herein contained, the UCC, any other legal requirement or by virtue of any judicial proceedings or any other legal right, remedy or recourse, (1) it shall not be necessary for Mortgagee to be physically present at or to have constructive possession of the Mortgaged Property (Mortgagor shall deliver to Mortgagee any portion of the Mortgaged Property not actually or constructively possessed by Mortgagee immediately upon demand by Mortgagee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if Mortgagee had been actually present and delivered to such purchaser at such sale, (2) each instrument of conveyance executed by Mortgagee shall contain a special warranty of title, binding upon Mortgagor, (3) each recital contained in any instrument of conveyance made by Mortgagee shall prima facially establish the truth and accuracy of the matters recited therein, including, without limitation, nonpayment of the Secured Obligations, advertisement and conduct of such sale in the manner provided herein and otherwise by law, and appointment of any successor Mortgagee hereunder, (4) any prerequisites to the validity of such sale shall be prima facially presumed to have been performed, (5) the receipt by Mortgagee or other party making the sale of the purchase money shall be a sufficient discharge to the purchaser or purchasers for its or their purchase money and no such purchaser or purchasers, or its or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, and (6) to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the

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property sold or any part thereof, by, through or under Mortgagor.  Mortgagee may be a purchaser at such sale and if Mortgagee is the highest bidder, Mortgagee may credit the portion of the purchase price that would be distributed to Mortgagee against the Secured Obligations in lieu of paying cash.

(e)Receiver.  Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Secured Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment.  Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.8.

(f)Other.  Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

4.3Separate Sales.  The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee, in its sole discretion, may elect; the right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.  Supplementing Section 4.2 hereof, Mortgagee may choose to dispose of some or all of the Mortgaged Property which consists solely of real property in any manner then permitted by applicable law.  In its discretion, Mortgagee may also or alternatively choose to dispose of some or all of the Mortgaged Property, in any combination consisting of both real and personal property, together in one sale to be held in accordance with the law and procedures applicable to real property, as permitted by Section 9.604 of the Texas Uniform Commercial Code.  Mortgagor agrees that such a sale of personal property together with real property constitutes a commercially reasonable sale of personal property.

4.4Remedies Cumulative, Concurrent and Nonexclusive.  Mortgagee shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive.  No action by Mortgagee in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

4.5Release of and Resort to Collateral.  Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first and prior lien and

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security interest in and to the Mortgaged Property.  For payment of the Secured Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

4.6Waiver of Redemption, Notice and Marshalling of Assets.  To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of any election by Mortgagee to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents except as otherwise set forth in this Deed of Trust, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

4.7Discontinuance of Proceedings.  If Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee shall have the unqualified right to do so and, in such an event, Mortgagor and Mortgagee shall be restored to their former positions with respect to the Secured Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

4.8Application of Proceeds.  The proceeds of any sale of the Mortgaged Property or any part thereof, after the occurrence and during the continuance of an Event of Default, whether under the power of sale herein granted and conferred or by virtue of judicial proceedings, may be, at the reasonable discretion of the Mortgagee (i) held by the Mortgagee in one or more Cash Collateral Accounts as cash collateral for the Secured Obligations or (ii) applied to the Secured Obligations in the order set forth in Section 8.03 of the Credit Agreement.  Any surplus cash collateral or cash proceeds held by Mortgagee after payment in full of the Secured Obligations shall be paid over to Mortgagor or to whomever may be lawfully entitled to receive such surplus.

4.9Occupancy After Foreclosure.  Any sale of the Mortgaged Property or any part thereof in accordance with Section 4.2(d) will divest all right, title and interest of Mortgagor in and to the property sold.  Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased.  If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

4.10No Mortgagee in Possession.  Neither the granting of the liens, security interests, and assignments hereunder, including the assignment of Rents and Leases under Article 5 and the granting of security interests under Article 6, nor the enforcement of any of the remedies under this Article 4 or any other remedies afforded to Mortgagee under the Loan Documents, at law or in equity, shall cause Mortgagee to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee to lease the Mortgaged Property or

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attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

4.11Costs and Expenses.  All costs or expenses (including reasonable attorneys’ fees) incurred by Mortgagee (either by it directly or on its behalf by the Trustee or by any receiver appointed hereunder in accordance herewith) in protecting and enforcing its rights hereunder shall constitute part of the Secured Obligations and be secured by this Deed of Trust.  All amounts due under this Section 4.11 shall be payable no later than 10 Business Days after demand therefor.

ARTICLE V
Assignment of Rents and Leases

5.1Assignment.  In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Deed of Trust, Mortgagor hereby absolutely and unconditionally assigns, sells transfers and conveys to Trustee (for the benefit of Mortgagee) and to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents.  This assignment is an absolute assignment and not an assignment for additional security only.  So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Trustee and Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Secured Obligations and to otherwise use the same.  The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing.  Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Secured Obligations or solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Trustee or Mortgagee (any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law).

5.2Perfection Upon Recordation.  Mortgagor acknowledges that Mortgagee and Trustee have taken all actions necessary to obtain, and that upon recordation of this Deed of Trust Mortgagee and Trustee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases.  Mortgagor acknowledges and agrees that upon recordation of this Deed of Trust Trustee’s and Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent permitted under applicable law, all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Deed of Trust, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

5.3Bankruptcy Provisions.  Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor, Trustee and Mortgagee agree that (a) this Deed of Trust shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Deed of Trust extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and

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(c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

5.4No Merger of Estates.  So long as part of the Secured Obligations secured hereby remain unpaid and undischarged, the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the union of such estates either in Mortgagor, Mortgagee, any tenant or any third party by purchase or otherwise.

ARTICLE VI
Security Agreement

6.1Security Interest.  This Deed of Trust constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards.  To this end, Mortgagor grants to Mortgagee a first and prior security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment and performance of the Secured Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property.  Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Mortgagor at least ten days prior to any action under the UCC shall constitute reasonable notice to Mortgagor.

6.2Financing Statements.  The true and correct name of Mortgagor as listed in its organizational documents is the name specified on the signature page of this Deed of Trust.  Mortgagor is organized under the laws of Delaware, and its chief executive office is at the address set forth in the first paragraph of this Deed of Trust.  In addition to the recording of this Deed of Trust as described in Section 3.2, the filing of the appropriate financing statement against the name of Mortgagor in the office of the Secretary of State of Mortgagor’s state of organization is the only filing or recording necessary to perfect the security interests purported to be granted hereunder on the Personalty, Fixtures, Leases, Rents, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, and all other Mortgaged Property which is personal property to the extent that the security interest can be perfected under the UCC by filing.  Mortgagor shall execute and deliver to Mortgagee, in form and substance satisfactory to Mortgagee, such financing statements and such further assurances as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest hereunder and Mortgagee may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

ARTICLE VII
Concerning the Trustee

7.1Certain Rights.  With the approval of Mortgagee, Trustee shall have the right to select, employ and consult with counsel.  Trustee shall have the right to rely on any instrument,

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document or signature authorizing or supporting any action taken or proposed to be taken by it hereunder, believed by it in good faith to be genuine.  Trustee shall be entitled to reimbursement for actual, reasonable expenses incurred by it in the performance of its duties and to reasonable compensation for Trustee’s services hereunder as shall be rendered.  Mortgagor shall, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and indemnify, defend and save Trustee harmless against, all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for Trustee) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Trustee in any way relating to or arising out of or in connection with the execution, delivery, performance or administration of this Deed of Trust, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF TRUSTEE; provided that such indemnity shall not be available to Trustee to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Trustee or (y) result from a claim brought by the Mortgagor or any other Loan Party against an Indemnitee for a breach in bad faith of Trustee’s obligations hereunder or under any other Credit  Document, if the Mortgagor or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

7.2Retention of Money.  All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder.

7.3Successor Trustees.  The Trustee may resign in writing addressed to Mortgagee or be removed at any time with or without cause by an instrument in writing duly executed by Mortgagee.  In case of the death, resignation or removal of the Trustee, a successor Trustee may be appointed by Mortgagee by instrument of substitution complying with any applicable requirements of Law, and in the absence of any requirement, without other formality other than an appointment and designation in writing.  The appointment and designation will vest in the named successor Trustee all the estate and title of the Trustee in all of the Mortgaged Property and all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee.  All references herein to the Trustee will be deemed to refer to any successor Trustee from time to time acting hereunder.

7.4Perfection of Appointment.  Should any deed, conveyance or instrument of any nature be required from Mortgagor by any successor Trustee to more fully and certainly vest in and confirm to such successor Trustee estates, rights, powers and duties provided for herein, then, upon request by such Trustee, all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Mortgagor.

7.5Trustee Liability.  Except in the case of Trustee’s gross negligence, willful misconduct, or breach in bad faith of Trustee’s obligations hereunder or any other Loan Document as determined by a court of competent jurisdiction by final and nonappealable

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judgment, in no event or circumstance shall Trustee or any substitute Trustee hereunder be personally liable under or as a result of this Deed of Trust for any action by Trustee (or any substitute Trustee) in the exercise of the powers hereby granted or otherwise.

ARTICLE VIII
Miscellaneous

8.1Attorney-in-Fact.  Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) while any Event of Default exists, to perform any obligation of Mortgagor hereunder, however:  (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance shall be added to and included in the Secured Obligations and shall bear interest at the rate or rates at which interest is then computed on the Secured Obligations; (3) Mortgagee, as such attorney-in-fact, shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 8.1.

8.2Advances by Mortgagee.  Each and every covenant of Mortgagor herein contained shall be performed by Mortgagor solely at Mortgagor’s expense.  If Mortgagor fails to perform any of the covenants of whatsoever kind or nature contained in this Deed of Trust, Mortgagee (either by it directly or on its behalf by the Trustee or any receiver appointed hereunder) may, but will not be obligated to perform the same on Mortgagor’s behalf, and Mortgagor hereby agrees to repay the expenses of Mortgagee or the Trustee, including any reasonable attorneys’ fees incurred in connection therewith, on demand plus interest thereon from the date of the advance until reimbursement of Mortgagee or the Trustee at the Default Rate.  In addition, Mortgagor hereby agrees to repay on demand any costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee or the Trustee and in accordance with the terms of this Deed of Trust, including such costs and expenses, including reasonable attorneys’ fees, incurred pursuant to Section 4.2, Section 4.11, Section 8.2 or Section 8.3 hereof, plus interest on the amounts thereof from time to time remaining unpaid from the date of the advance by Mortgagee or the Trustee until reimbursement of Mortgagee or the Trustee at the Default Rate.  Such amounts will be in addition to any other sum of money which, pursuant to the terms and conditions of the written instruments comprising part of the Secured Obligations, is due and owing.  No such performance by Mortgagee will be deemed to relieve Mortgagor from any default hereunder.

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8.3Defense of Claims.  Mortgagor shall promptly notify Mortgagee in writing of the commencement of any legal proceedings affecting Mortgagor’s title to any material portion of the Mortgaged Property, Mortgagee’s Lien on any material portion of the Mortgaged Property, or which, if determined adversely to Mortgagor, could reasonably be expected to result in a Material Adverse Effect, and shall take such action, as may be reasonably necessary to preserve Mortgagor’s title thereto and Mortgagee’s or the Trustee’s Lien therein.  If Mortgagor fails or refuses to so defend Mortgagor’s or Mortgagee’s or the Trustee’s rights to the Mortgaged Property, Mortgagee may, but shall not have obligation to take such action on behalf of and in the name of Mortgagor as Mortgagee may deem reasonably necessary to preserve such interests therein.  Moreover, Mortgagee (either by it directly or on its behalf by the Trustee or any receiver appointed hereunder) may take such independent action in connection therewith as it may deem reasonably necessary, including the right to employ independent counsel and to intervene in any suit affecting Mortgagee’s or the Trustee’s Lien on the Mortgaged Property.  All costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee or Trustee pursuant to this Section 8.3 shall be included in the Secured Obligations secured by this Deed of Trust and shall be payable no later than 10 Business Days after demand therefor.

8.4Release of Liens; Termination.

(a)Liens granted to or held by Mortgagee or Trustee under this Deed of Trust shall be released as follows: (i) with respect to all such Liens, when the Aggregate Commitments have been fully and finally terminated and all the Secured Obligations have been indefeasibly paid in full (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Letters of Credit have expired or terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made); and (ii) with respect to any Lien on the Mortgaged Property that is Disposed of or to be Disposed of as part of or in connection with any Disposition permitted under the Credit Agreement or under any other Loan Document, at the request and sole expense of the Mortgagor, the Administrative Agent shall promptly execute and deliver to Mortgagor all releases or other documents necessary or desirable for the release of the Lien.

(b)Mortgagor shall be released from its obligations hereunder as follows: when the Aggregate Commitments have been fully and finally terminated and all the Secured Obligations have been indefeasibly paid in full (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Letters of Credit have expired or terminated (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

(c)Mortgagee will, at Mortgagor’s expense, promptly execute and deliver such documents and notices and take such other actions as Mortgagor may reasonably request to evidence the release of any Lien or of Mortgagor in accordance with this Section 8.4, which documents and notices shall be binding on Trustee (and his substitutes, successors and assigns) whether or not Trustee shall join in such documents and notices).  Any execution and delivery

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of termination statements or documents pursuant to this Section 8.4 shall be without recourse to or warranty by Mortgagee or Trustee.  No consent of any Cash Management Bank or Hedge Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any release of the Mortgaged Property or Mortgagor pursuant to this Section 8.4.

8.5Renewals, Amendments and Other Security.  Without notice or consent of Mortgagor required hereunder, renewals and extensions of the written instruments constituting part or all of the Secured Obligations may be given at any time and amendments may be made to agreements relating to any part of such written instruments or the Mortgaged Property (except for this Deed of Trust).  Mortgagee may take or hold other security for the Secured Obligations without notice to or consent of Mortgagor.  The acceptance of this Deed of Trust by Mortgagee shall not waive or impair any other security Mortgagee may have or hereafter acquire to secure the payment of the Secured Obligations nor shall the taking of any such additional security waive or impair the Lien and security interests herein granted.  The Trustee and Mortgagee may resort first to such other security or any part thereof, or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action will not be a waiver of any rights conferred by this Deed of Trust.  This Deed of Trust may not be amended, waived or modified except in a written instrument executed by both Mortgagor and Mortgagee.

8.6Security Agreement, Financing Statement and Fixture Filing.  This Deed of Trust will be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, deed of trust, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof if appropriate under applicable state Law.  AS A FINANCING STATEMENT, THIS DEED OF TRUST IS INTENDED TO COVER ALL OF THE MORTGAGED PROPERTY.  THIS DEED OF TRUST SHALL BE EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING WITH RESPECT TO FIXTURES INCLUDED WITHIN THE MORTGAGED PROPERTY.  This Deed of Trust shall be filed in the real estate records or other appropriate records of the county or counties in the state in which any part of the Mortgaged Property is located as well as the Uniform Commercial Code records of the Secretary of State or other appropriate office of the state in which any of the Mortgaged Property or Mortgagor is located.  At Mortgagee’s reasonable request, Mortgagor shall deliver financing statements covering the Mortgaged Property and Fixtures, which financing statements may be filed in the Uniform Commercial Code records of the Secretary of State or other appropriate office of the state in which any of the Mortgaged Property or Mortgagor is located or in the county where any of the Mortgaged Property is located.  Furthermore, Mortgagor hereby irrevocably authorizes Mortgagee, at any time and from time to time, to file in any applicable Uniform Commercial Code jurisdiction any financing statement or document and amendments thereto, without the signature of Mortgagor where permitted by Law, in order to perfect or maintain the perfection of any security interest granted under this Deed of Trust.  A photographic, carbon, facsimile or other reproduction of this Deed of Trust shall be sufficient as a financing statement.

8.7Unenforceable or Inapplicable Provisions.  If any term, covenant, condition or provision hereof is invalid, illegal or unenforceable in any respect, the other provisions hereof will remain in full force and effect and will be liberally construed in favor of the Trustee and Mortgagee in order to carry out the provisions hereof.

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8.8Rights Cumulative.  Each and every right, power and remedy herein given to the Trustee or Mortgagee will be cumulative and not exclusive, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee or Mortgagee, as the case may be, and the exercise, or the beginning of the exercise, of any such right, power or remedy will not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy.  No delay or omission by the Trustee or Mortgagee in the exercise of any right, power or remedy will impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing.

8.9Waiver by Mortgagee.  None of the terms or provisions of this Deed of Trust may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement.  No consent of any Cash Management Bank or Hedge Bank (except in such Person’s capacity as a Lender, if applicable) shall be required for any waiver, amendment, supplement or other modification to this Deed of Trust.

8.10Terms.  The term “Mortgagor” as used in this Deed of Trust will be construed as singular or plural to correspond with the number of persons executing this Deed of Trust as Mortgagor.  If more than one person executes this Deed of Trust as Mortgagor, his, her, its, or their duties and liabilities under this Deed of Trust will be joint and several.  The terms “Mortgagee” and “Mortgagor” as used in this Deed of Trust include the heirs, executors or administrators, successors, representatives, receiver, trustees and permitted assigns of those parties.  Unless the context otherwise requires, terms used in this Deed of Trust which are defined in the Uniform Commercial Code of Texas are used with the meanings therein defined.

8.11Counterparts.  This Deed of Trust may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original and all of which, when taken together, shall constitute one contract.

8.12Governing Law.  This Deed of Trust shall be governed by and construed in accordance with federal Law and, to the extent not inconsistent therewith, the Laws of the State of Texas without reference to its conflicts-of-laws principles.

8.13Notice.  All notices required or permitted to be given by Mortgagor or Mortgagee or Trustee shall be made in the manner set forth in the Credit Agreement and shall be addressed as follows:

Mortgagor:Global Geophysical Services, Inc.

13927 South Gessner Road

Missouri City, TX 77489

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Mortgagee:Bank of America, N.A.
Agency Management
901 Main Street, 14th Floor
Mail Code: TX1-492-14-11
Dallas, TX 75202-3714
Attention: Michelle Diggs
Facsimile: (214) 290-9423

Trustee:Aaron Roffwarg
711 Louisiana
Suite 2300
Houston, TX 77002

Any notices to be given to the

Trustee shall also be delivered to Mortgagee.

8.14Successors and Assigns.

(a)This Deed of Trust is binding upon Mortgagor, Mortgagor’s successors and permitted assigns, and shall be binding on and inure to the benefit of each Secured Party, and the provisions hereof shall likewise be covenants running with the land.

(b)Subject to clause (d) below, this Deed of Trust shall be transferable, with the same force and effect and to the same extent as the Secured Obligations may be transferable pursuant to and in accordance with the Credit Agreement, it being understood that, upon the transfer or assignment by any Secured Party of any of the Secured Obligations pursuant to and in accordance with the Credit Agreement, the legal holder of such Secured Obligations shall have all of the rights granted to the assigning Secured Party under this Deed of Trust.  Mortgagor specifically agrees that upon any transfer of all or any portion of the Secured Obligations, this Deed of Trust shall secure the existing Secured Obligations of Mortgagor so transferred to the transferee and any and all Secured Obligations to such transferee thereafter arising.

(c)Mortgagor hereby recognizes and agrees that the holders of the Secured Obligations (or any of them) may, from time to time, one or more times, transfer all or any portion of the Secured Obligations to one or more third parties, to the extent permitted by and in accordance with the Credit Agreement.  Such transfers may include, but are not limited to, sales of participation interests in such Secured Obligations in favor of one or more third parties, to the extent permitted by and made in accordance with the Credit Agreement.  Upon any transfer of all or any portion of the Secured Obligations in accordance with the Credit Agreement and subject to clause (d) below (but not in the case of any sale of participations), the Mortgagee may transfer and deliver any and/or all of the Mortgaged Property in its possession pursuant hereto to the transferee of such Secured Obligations and such Mortgaged Property shall secure any and all of the Secured Obligations then existing and thereafter arising, and after any such transfer has taken place, the Mortgagee shall be fully discharged from any and all future liability and responsibility to the Mortgagor with respect to such Mortgaged Property so transferred, and the transferee thereafter shall be vested with all the powers, rights and duties of the transferor with respect to such Mortgaged Property.

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(d)Notwithstanding anything to the contrary contained herein, including the provisions of clauses (b) and (c) above, when any Cash Management Bank or Hedge Bank assigns or otherwise transfers any interest held by it under any Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, to any other Person pursuant to the terms of such agreement, that other Person shall thereupon become vested with all the benefits held by such Cash Management Bank or Hedge Bank, as applicable, under this Deed of Trust only if such Person is also then a Lender or an Affiliate of a Lender.

8.15Article and Section Headings.  The article and section headings in this Deed of Trust are inserted for convenience of reference and shall not be considered a part of this Deed of Trust or used in its interpretation.

8.16Usury Not Intended.  It is the intent of Mortgagor and Mortgagee in the execution and performance of this Deed of Trust, the Credit Agreement and the other Loan Documents to contract in strict compliance with applicable usury laws governing the Secured Obligations including such applicable usury laws of the State of Texas and the United States of America as are from time-to-time in effect.  In furtherance thereof, Mortgagee and Mortgagor stipulate and agree that none of the terms and provisions contained in this Deed of Trust, the Credit Agreement or the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum non-usurious rate permitted by applicable law and that, in determining whether the interest contracted for, charged, or received by a holder of Loans exceeds the maximum non-usurious rate permitted by applicable law, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Secured Obligations.  In the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Secured Obligations, include amounts which by applicable law are deemed interest which would exceed the maximum non-usurious rate permitted by applicable law, then such excess shall be deemed to be a mistake and Mortgagee shall credit the same on the principal of the Secured Obligations (or if the Secured Obligations shall have been paid in full, refund said excess to Mortgagor).

8.17Credit Agreement.  To the fullest extent possible, the terms and provisions of the Credit Agreement shall be read together with the terms and provisions of this Deed of Trust so that the terms and provisions of this Deed of Trust do not conflict with the terms and provisions of the Credit Agreement; provided, however, notwithstanding the foregoing, in the event that any of the terms or provisions of this Deed of Trust conflict with any terms or provisions of the Credit Agreement, the terms or provisions of the Credit Agreement shall govern and control for all purposes; provided that the inclusion in this Deed of Trust of terms and provisions supplemental to the rights or remedies in favor of the Mortgagee not addressed in the Credit Agreement shall not be deemed to be a conflict with the Credit Agreement and all such additional terms, provisions, supplemental rights or remedies contained herein shall be given full force and effect.

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8.18Due Authorization.  Mortgagor hereby represents and warrants to Mortgagee and Trustee that the obligations of Mortgagor under this Deed of Trust are the valid, binding and legally enforceable obligations of Mortgagor, except as enforceability may be limited by Debtor Relief Laws and similar laws affecting creditor’s rights generally or providing relief for debtors and subject to general principles of equity, and that the execution, and delivery of this Deed of Trust by Mortgagor and the performance by Mortgagor of all of the terms and conditions to be observed and performed by it hereunder have been duly and validly authorized by all necessary corporate or equivalent action of Mortgagor, and that Mortgagor has duly executed and delivered this Deed of Trust.

8.19No Offsets, Etc.  Mortgagor hereby represents, warrants, and covenants to Mortgagee and Trustee that there are no offsets, counterclaims or defenses at law or in equity against this Deed of Trust or the indebtedness secured hereby.

8.20Bankruptcy Limitation.  Notwithstanding anything contained herein to the contrary, it is the intention of Mortgagor, Mortgagee and the holders of the Secured Obligations that the amount of the Secured Obligation secured by Mortgagor’s interests in any of its property shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and other similar law of any governmental authority applicable to Mortgagor.  Accordingly, notwithstanding anything to the contrary contained in this Deed of Trust or in any other agreement or instrument executed in connection with the payment of any of the Secured Obligations, the amount of the Secured Obligations secured by Mortgagor’s interests in any of its property pursuant to this Deed of Trust shall be limited to an aggregate amount equal to the largest amount that would not render Mortgagor’s obligations hereunder or the Liens and security interest granted to Mortgagee hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable Law.

8.21Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable law, Mortgagor shall not assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Deed of Trust, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnified Party above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Party through telecommunications, electronic or other information transmission systems in connection with this Deed of Trust or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.

8.22DEFICIENCY JUDGMENT. MORTGAGEE HAS THE RIGHT TO PROCEED TO OBTAIN AND COLLECT DEFICIENCY JUDGMENT, TOGETHER WITH FORECLOSURE OF THE MORTGAGED PROPERTY UNDER APPLICABLE TEXAS LAW.

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8.23Other Security Documents.  The Mortgaged Property hereunder may be covered by multiple security documents in favor of Mortgagee governed by different laws.  Mortgagee may elect to pursue its rights against the Mortgaged Property under this Deed of Trust or any such security document in any jurisdiction, without waiving Mortgagee’s rights under this Deed of Trust or any other security document.

8.24No Oral Agreements.  THIS WRITTEN AGREEMENT AND THE WRITTEN DOCUMENTS RELATED TO THE SECURED OBLIGATIONS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature page follows.]

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IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be fully EXECUTED AND DELIVERED by authority duly given.

MORTGAGOR:		GLOBAL GEOPHYSICAL SERVICES, INC.
		a Delaware corporation
		By:	/s/ P. Mathew Verghese
		Name: P. Mathew Verghese
		Title: Senior VP and Chief Financial Officer
STATE OF TEXAS	§
	§
COUNTY OF FORT BEND	§

This instrument was executed before me on this 30th day of April, 2010, by P. Mathew Verghese, Senior VP and Chief Financial Officer of Global Geophysical Services, Inc., a Delaware corporation, on behalf of said corporation.

Witness my hand and official seal.

/s/ Traci Ann Cooper

Notary Public

My Commission expires: 02/03/2013

Signature Page to Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing

Fort Bend County, Texas

EXHIBIT A

LEGAL DESCRIPTION OF PREMISES LOCATED AT 13927 SOUTH GESSNER ROAD, MISSOURI CITY, TEXAS 77489

FORT BEND COUNTY, TEXAS

All of GLOBAL GEOPHYSICAL INDUSTRIAL PARK, a subdivision of 17.5284 acre, as set forth on map or plat thereof recorded under Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

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EXHIBIT B

PERMITTED ENCUMBRANCES

1.Restrictive Covenants recorded in/under Slide No. 20060274 of the Plat Records of FORT BEND County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status, or national origin.

2.Building set back line thirty (30) feet in width along the property lines common with South Gessner Road as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

3.Building set back line ten (10) feet in width adjacent to Industrial Drive as shown on the plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

4.Drainage easement 12.5 feet in width along the most southeasterly property line, as shown on the plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

5.Drainage easement thirty (30) feet in width along the easterly property line as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

6.Utility easement ten (10) feet in width together with an aerial easement eleven (11) feet, six (6) inches wide from a plane sixteen feet above the ground upwards, adjacent thereto, as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas and as affected by Release Of Easement executed by CenterPoint Energy Houston Electric, LLC, et al., recorded under Fort Bend County Clerk’s File No. 2006015765.

7.Utility easement ten (10) feet in width southwest of and adjoining the 30’ drainage easement along the easterly property line, together with an aerial easement eleven (11) feet, six (6) inches wide from a plane sixteen feet above the ground upwards, adjacent thereto, as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

8.Utility easement ten (10) feet in width southwest of and adjoining the 30’ drainage easement along the southerly portion of the easterly property line, together with an aerial easement five (5) feet wide from a plane sixteen (16) feet above the ground upwards, adjacent thereto, as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

9.Utility easement ten (10) feet in width along the northwesterly property line together with an aerial easement adjoining thereto five (5) feet wide from a plane twenty (20) feet above the ground upward, as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

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10.Storm sewer easement thirty (30) feet in width along the southwest property line as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

11.Water main easement ten (10) feet in width southeast of and adjacent to the above cited ten (10) foot utility easement as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas and as affected by Abandonment Of Waterline Easement executed by Fort Bend County Water Control And Improvement District No. 2 recorded under Fort Bend County Clerk’s File No. 2006015667.

12.Access easement forty (40) feet in width as shown on plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas and as affected by Abandonment Of Waterline Easement executed by Fort Bend County Water Control And Improvement District No. 2 recorded under Fort Bend County Clerk’s File No. 2006015667.

13.Utility easement 14 feet in width along a southwesterly property line as shown on the plat recorded in Slide No. 20060274 of the Plat Records of Fort Bend County, Texas.

14.2/3rds of all oil, gas and other minerals as set out in instrument recorded in Volume 234, Page 622 of the Deed Records of Fort Bend County, Texas.

15.All oil, gas and other minerals as set out in instrument recorded in Volume 553, Page 833 of the Deed Records of Fort Bend County, Texas. Surface rights waived with provisions for drill site designation and surface protection as set out therein.

16.1/6th of all oil, gas and other minerals as set out in instrument recorded in Volume 1096, Page 102 of the Official Records of Fort Bend County, Texas.

17.All of the oil, gas and other minerals as set out in instruments recorded in/under Clerk’s File No. 9406436 and 9481638 of the Real Property Records of Fort Bend County, Texas.

18.The following matters as shown on survey dated February 14, 2006 and last revised on March 28, 2006 by Kenneth A. Gruller, RPLS No. 5476, of Reno & Associates Professional Land Surveying under Drawing No. 45-0419:

a.Easements, or lesser rights, by virtue of traffic, underground cable, and highway signs adjacent to South Gessner Road.

b.Backslope interceptor along the northerly portion of subject property.

19.The following matters as shown on survey dated March 6, 2006 and last revised on March 30, 2006 by Kenneth A. Gruller, RPLS No. 5476, of Reno & Associates Professional Land Surveyors, under Drawing No. 45-0606:

a.Swale/ditch along the southeasterly portion of subject property lying outside the boundaries of the dedicated drainage easement.

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EX-10.44

Exhibit 10.44

FIRST PREFERRED FLEET MORTGAGE

by

GLOBAL GEOPHYSICAL SERVICES, INC.

to

BANK OF AMERICA, N.A.,

as
Administrative Agent

Dated April 30, 2010

United States Vessels

Global Mirage

Global Quest

Global Vision

James H. Scott

Global Longhorn

Lori B

This FIRST PREFERRED FLEET MORTGAGE (this “Mortgage”) is made this 30th day of April, 2010, by GLOBAL GEOPHYSICAL SERVICES, INC., a Delaware corporation (the “Shipowner”) with an address at: 13927 South Gessner Road, Missouri City, Texas 77489 to BANK OF AMERICA, N.A, with an address at 901 Main Street, 14th Floor, Dallas, Texas 75202-3714, as Administrative Agent (together with its successors and assigns, the “Mortgagee”).

WHEREAS:

1.             The Shipowner is a party to the Credit Agreement dated as of April 30, 2010 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Shipowner, as borrower, BANK OF AMERICA, N.A, as Administrative Agent, Swing Line Lender, and L/C Issuer, CREDIT SUISSE, as Syndication Agent, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager and the other Lenders (as defined therein), party thereto, pursuant to which the Lenders have agreed from time to time to extend credit and/or issue letters of credit for the benefit of the Borrower in an aggregate amount up to Fifty Million United States Dollars (US$50,000,000.00), which amount is the principal amount of this Mortgage.  Capitalized terms used herein and not otherwise defined are used herein as defined in the Credit Agreement, a copy of the form of which, including certain exhibits, is annexed hereto as Exhibit A and made a part hereof.

2.             The Shipowner is the sole owner of the whole of the United States flag vessels described on Schedule I attached hereto and made a part hereof (the “Vessels”), each of which is duly documented in the name of the Shipowner under the laws and flag of the United States of America, qualified to engage in the trade specified.

3.             The Shipowner, in order to secure its obligations under the Credit Agreement and the other Loan Documents, and the payment of all other sums of money (whether for principal, premium, if any, interest, fees, expenses, indemnities or otherwise) from time to time payable by the Shipowner under this Mortgage and the other Loan Documents to which it is a party, and to secure the performance and observance of all agreements, covenants and provisions contained in this Mortgage and the other Loan Documents, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding (collectively, the “Obligations”), has duly authorized the execution and delivery of this Mortgage.

NOW, THEREFORE, to secure the prompt payment of the Obligations and the performance and observance of all agreements, covenants and provisions of the Shipowner contained in the Credit Agreement, this Mortgage and the other Loan Documents, the Shipowner has granted, mortgaged, pledged, confirmed, and set over, and by these presents does grant, mortgage, pledge, confirm, and set over unto the Mortgagee the whole of the Vessels, together with all of the boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, boats, anchors, cables, chains, rigging, tackle, outfit, apparel, furniture, fittings, equipment, spares, fuel, stores and all other

appurtenances thereunto appertaining or belonging, and also any and all additions, improvements and replacements hereafter made in or to each such Vessel, or any part thereof, or in or to her equipment and appurtenances aforesaid.

TO HAVE AND TO HOLD all and singular the above mortgaged and described property unto the Mortgagee and its successors and assigns, to its and its successors’ and permitted assigns’ own use, benefit, advantage and profit forever;

PROVIDED, HOWEVER, and these presents are upon the condition that, when the Aggregate Commitments have been fully and finally terminated and all the Obligations have been paid in full (or, with respect to contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all Letters of Credit have expired or terminated (or, as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), this Mortgage and the estate and rights hereby granted shall cease to be binding and be void, otherwise to remain in full force and effect.

IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property above described is to be held subject to the further covenants, conditions, provisions, terms and uses hereinafter set forth.

ARTICLE I

COVENANTS OF THE SHIPOWNER

The Shipowner covenants and agrees with the Mortgagee as follows:

SECTION 1.1                         The Shipowner will make payment when due of all Obligations from time to time payable by the Shipowner under the Credit Agreement and the other Loan Documents and will observe, perform and comply with the covenants, terms and conditions herein and in the Credit Agreement and the other Loan Documents, on its part to be observed, performed or complied with.

SECTION 1.2                         The Shipowner is and shall remain duly qualified to own, document and operate each Vessel under the applicable laws and regulations of the United States endorsed for the respective trade in which it is engaged from time to time.  Each Vessel is duly documented in the name of the Shipowner as owner under the laws of the United States.

SECTION 1.3                         The Shipowner lawfully owns and is lawfully possessed of each Vessel free from any Lien, charge or encumbrance whatsoever (except for this Mortgage and the Liens permitted pursuant to Section 7.01 of the Credit Agreement (the “Collateral Permitted Liens”)), and will warrant and defend the title and possession thereto and to every part thereof for the benefit of the Mortgagee against the claims and demands of all Persons whomsoever.

SECTION 1.4                         The Shipowner will cause this Mortgage to be duly filed and recorded and will comply with and satisfy all of the provisions and requirements of Chapter 313 of Title 46 of the United States Code and the regulations in effect thereunder from time to time, as amended, in order to establish, perfect and maintain this Mortgage as a valid, enforceable and

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duly perfected first preferred mortgage Lien thereunder upon the Vessels and upon all renewals, replacements and improvements made in or to the same for the amount of the Obligations.

SECTION 1.5                         The Shipowner will not (a) cause or permit any Vessel to be operated in any manner contrary to law, (b) engage in any unlawful trade or violate any law, (c) carry any cargo that will expose any Vessel to penalty, confiscation, forfeiture, capture or condemnation, or (d) do, or suffer or permit to be done, anything which can or may injuriously affect the registration or enrollment of any Vessel under the laws and regulations of the United States.  The Shipowner will at all times keep each Vessel duly documented as a vessel flagged under Chapter 121 of Title 46 of the United States Code or other applicable law of the United States, eligible for the trade of the United States in which it is engaged from time to time, except as otherwise consented to in advance in writing by Mortgagee in its sole discretion.

SECTION 1.6                         Neither the Shipowner, any charterer, the master of any Vessel nor any other Person has or shall have any right, power or authority to create, incur or permit to be placed or imposed or continued upon any Vessel any Lien whatsoever other than this Mortgage and Collateral Permitted Liens.

SECTION 1.7                         The Shipowner will place, and at all times and places will retain, a properly certified copy of this Mortgage on board each Vessel with her papers and will cause such certified copy and such Vessel’s marine document to be exhibited to any and all Persons having business therewith which might give rise to any Lien thereon other than Collateral Permitted Liens, and to any representative of the Mortgagee; and the Shipowner will place and keep prominently displayed in the chart room and in the master’s cabin of each Vessel, or in the case of a rig, in a prominent place aboard the rig, or in such location as the rig’s papers are kept, a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE

This Vessel is covered by a First Preferred Fleet Mortgage to BANK OF AMERICA, N.A, as Administrative Agent.  Under the terms of said Mortgage, neither the Shipowner, any charterer, the master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than Collateral Permitted Liens (as defined in the First Preferred Fleet Mortgage).”

SECTION 1.8                         Except for this Mortgage and Collateral Permitted Liens, the Shipowner will not suffer to be continued any Lien, encumbrance or charge on any Vessel.

SECTION 1.9                         (a)           If a libel be filed against any Vessel or any Vessel be otherwise attached, arrested, levied upon or taken into custody under process or color of legal authority for any cause whatsoever, the Shipowner will promptly notify the Mortgagee and promptly (but in any event within 15 days) will cause such Vessel to be released and all Liens thereon other than this Mortgage and Collateral Permitted Liens to be discharged (except to the extent that the claim giving rise to such Lien shall concurrently be contested by the Shipowner in good faith by appropriate proceedings that shall not affect the release of such Vessel) and will promptly notify the Mortgagee thereof in the manner aforesaid.

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(b)           If the Shipowner shall fail or neglect to furnish proper security or otherwise to obtain the release of such Vessel from libel, arrest, levy, seizure or attachment within the time period required by Section 1.9(a) above, the Mortgagee or any Person acting on behalf of the Mortgagee may furnish security to obtain the release of such Vessel and by so doing shall not be deemed to cure the default of the Shipowner.

SECTION 1.10                       (a)           The Shipowner, at its own expense or at the expense of any charterer, shall keep each Vessel so long as it shall remain subject to the terms of this Mortgage insured for an amount not less than its full insurable value, against the risks of fire, explosion and marine perils (including without limitation a collision or Four-Fourths Running Down Clause and Inchmaree Clause and against all other risks customarily insured on a Vessel of this type and size, including but not limited to strikes, riots and civil commotion coverage, and in the amount of not less than $5,000,000.00, including excess P. & I. coverage against the P. & I. risks customarily covered. The Shipowner may eliminate from the Hull and P. & I. insurance any risks ordinarily covered thereunder, provided that it insures such risks under a separate or different form of policy; and the P. & I. insurance as to coverage of the Shipowner’s employees, if any, may be excess insurance over any Employers Liability and/or Voluntary Workmen’s Compensation Insurance if provided by or on behalf of the Mortgagee. Where the valuation of any Vessel in any policy of insurance required hereunder may be pertinent, such valuation shall not exceed the amount insured thereby, and policy franchises or deductible averages shall not exceed the sum of $100,000.00 as to each loss covered by hull insurance and $100,000.00 as to each loss covered by P. & I. insurance. Excess liability, increased value, disbursements and other forms of total loss insurance, in such amounts as marine underwriters may allow, may be carried as part of the total amount of the hull insurance required hereunder.

(b)           The Shipowner may select its own insurance brokers (unless such brokers are unsatisfactory to the Mortgagee) and all such policies must be through such brokers on policy forms approved by the Mortgagee and from companies in good standing and satisfactory to the Mortgagee. Certificates for all insurance herein provided for and receipts for the payment of the premiums thereon shall be delivered to the Mortgagee promptly upon request.

(c)           All insurance policies must be issued in the joint names of the Shipowner and the Mortgagee and be payable to them as their respective interests may appear. The interest of the Mortgagee is hereby declared to be the unpaid balance of the principal and interest of the Obligations outstanding and any unpaid amounts secured by the lien of this Mortgage, and in the event of a total loss of a Vessel, actual or constructive, as constructive total loss is defined in the policies of insurance procured hereunder, the Mortgagee shall be paid first the amount of its interest in such insurance with preference to and priority over the Shipowner and any person claiming under or from the Shipowner, and any balance shall be paid to the Shipowner. If such a total loss of a Vessel shall occur, the Shipowner and the Mortgagee shall join in a payment order directing the interested underwriter to pay the proceeds of the insurance applicable to such total loss in the manner herein provided. The proceeds of all other insurance shall be paid to the Shipowner and the Mortgagee jointly, but in any event and whether or not the Shipowner be in default under this Mortgage, the Mortgagee shall make available to the Shipowner by an appropriate payment order directed to the interested underwriter the proceeds of all insurance to pay any outstanding bill for repairing the Vessel and/or outstanding third party claim, provided that the Shipowner must pay the amount of the deductible; or to reimburse the Shipowner in

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whole or in part for any expenditures the Shipowner may have made for repairing the Vessel and/or to pay any third party claim, but the Mortgagee, as a condition precedent to such reimbursement of the Shipowner, may require the Shipowner to furnish the Mortgagee with receipted bills or waivers of liens against the Vessel for repairing the Vessel and/or waivers of liens or appropriate releases for the third party claims, or in either event to furnish or pay the applicable deductible average. If the Shipowner does not complete repairs to the Vessel or pay third party claims, or in either event furnish and/or pay the deductible, then the Mortgagee shall be entitled to receive the proceeds of any insurance applicable to such loss and upon payment shall credit the net proceeds of any insurance as provided in Section 2.11.

(d)           The Shipowner will maintain all such insurance in full force and effect and it will not take or allow any act of omission or commission which will in any way invalidate, void or suspend any insurance herein provided to be maintained. Each policy of insurance required to be maintained by the Shipowner hereunder shall be endorsed with the undertaking of the insurance company or underwriters issuing such policy to the effect that such policy shall not lapse, expire, terminate or be canceled for any reason whatsoever without at least ten (10) days prior written notice to the Mortgagee. The Shipowner shall, within a reasonable period of time, pay for any material loss of or damage to any Vessel by any cause whatsoever, and shall discharge or obtain the release of any third party claims whatsoever which would constitute a material prior or competing lien against any Vessel, not covered by insurance or for which no reimbursement or incomplete reimbursement is secured from the insurance.

SECTION 1.11                       (a)           Except while any Vessel is undergoing repairs, maintenance or is in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, each Vessel (i) in good running order and repair, so that each Vessel shall be, insofar as due diligence can make her so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and (ii) in at least as good condition as when this Mortgage was executed, ordinary wear and tear excepted; and will keep each Vessel, or cause her to be kept, in such condition as will entitle her to such classification rating with the American Bureau of Shipping or other classification society of like standing reasonably acceptable to the Mortgagee (each, a “Classification Society”) that companies engaged in the operation of  vessels of the same type, size, age and flag as the Vessels maintain respecting their vessels with such Classification Society.  Notwithstanding the foregoing, if any Vessel is affected by any loss or damage or any condemnation or taking of such Vessel or a portion or component thereof, the Shipowner shall make all necessary repairs and replacements to such respective Vessel.

(b)           Each Vessel shall, and the Shipowner covenants that it will, at all times comply with all applicable laws, rules and regulations to the extent set forth in the Credit Agreement, and each Vessel shall have on board as and when required thereby certificates showing compliance therewith.

(c)           The Shipowner may, in the ordinary course of maintenance, repair or overhaul of any Vessel, remove any item of property constituting a part of such Vessel, provided such item of property is replaced to the extent necessary to maintain such Vessel in the condition required herein or in the Credit Agreement.  Any such replacement item of property, shall, without necessity of further act, become part of such Vessel and subject to this Mortgage.

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SECTION 1.12                       Without giving at least 60 days’ prior written notice thereof to the Mortgagee, the Shipowner will not change the name, official number, the home port or class of any Vessel.  The Shipowner will not change the flag of any Vessel without the prior written consent of the Mortgagee.

SECTION 1.13                       The Shipowner will not sell, mortgage or transfer any Vessel except as permitted by the Credit Agreement.  The Shipowner will not charter any Vessel on a demise or bareboat basis unless the Shipowner has, if reasonably requested by the Mortgagee, delivered to the Mortgagee an assignment of earnings in form and substance reasonably satisfactory to the Mortgagee; provided that a contract executed as a bareboat charter of less than six (6) months’ duration shall not be deemed to be a demise or bareboat charter for this purpose.

SECTION 1.14                       The Shipowner agrees that, if the Shipowner fails to perform covenants or obligations under this Mortgage, including, without limitation, its obligations with respect to insurance, the discharging of Liens, taxes, dues, assessments, governmental charges, fines, penalties lawfully imposed, repairs, reasonable attorneys’ fees, and other obligations that are not Collateral Permitted Liens, during the existence of an Mortgage Event of Default (as hereafter defined), the Mortgagee may, but shall not be obligated to, perform the Shipowner’s obligations under this Mortgage, and any reasonable expenses incurred by the Mortgagee in performing the Shipowner’s obligations shall be paid by the Shipowner within ten (10) Business Days of demand.  Any such performance by the Mortgagee may be made by the Mortgagee in reasonable reliance on any statement, invoice or claim, without inquiry into the validity or accuracy thereof.  The amount and nature of any expense of the Mortgagee hereunder shall be conclusively established by a certificate of any officer of the Mortgagee absent manifest error, and such amount shall be included in the Obligations, secured by this Mortgage.

SECTION 1.15                       In the event that at any time and from time to time this Mortgage or any provisions hereof shall be deemed invalidated in whole or in part by reason of any present or future law or any decision of any authoritative court, or if the documents at any time held by the Mortgagee shall be deemed by the Mortgagee for any reason insufficient to carry out the true intent and spirit of this Mortgage, then the Shipowner, forthwith upon the request of the Mortgagee, will execute, on its own behalf, such other and further assurances and documents as reasonably requested by the Mortgagee to more effectually subject the Vessels to the payment of the principal sum of the Obligations, as in this Mortgage provided, and the performance of the terms and provisions of this Mortgage.

SECTION 1.16                       In the event of the requisition (whether of title or use), condemnation, sequestration, seizure or forfeiture of any Vessel by any Governmental Authority or by anyone else, the Shipowner will give prompt written notice thereof to the Mortgagee, and any payments in respect thereof shall be paid to the Shipowner, and the Shipowner shall cause any such payment to be applied to the Obligations to the extent required by, and in accordance with, the terms of the Loan Documents.

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ARTICLE II
EVENTS OF DEFAULT AND REMEDIES

SECTION 2.1                         In case (i) a default shall have occurred and be continuing under Section 1.9(a) herein, (ii) a default shall have occurred and be continuing under this Mortgage for a period of fifteen (15) days after written notice by Mortgagee to Mortgagor, (iii) the Mortgagor shall have removed or attempted to remove any Vessel beyond the trading limits as set forth in the policies of insurance referenced in Section 1.10 herein or shall have abandoned a Vessel in a foreign port, or (iv) an Event of Default shall have occurred and be continuing as defined in the Credit Agreement, then, in each and every such case (each referred to herein as a “Mortgage Event of Default”), the Mortgagee shall have the right to:

(a)           declare immediately due and payable all of the Obligations (in which case all of the same shall be immediately due), and bring suit at law, in equity or in admiralty, as it may be advised, to recover judgment for the Obligations and collect the same out of any and all property of the Shipowner whether covered by this Mortgage or otherwise;

(b)           exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of applicable law, including but not limited to, the provisions of Chapter 313 of Title 46 of the United States Code and the regulations in effect thereunder from time to time, as amended;

(c)           take and enter into possession of any Vessel, at any time, wherever the same may be, without court decision or other legal process and without being responsible for loss or damage, and the Shipowner or other Person in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of such Vessel and the Mortgagee may, without being responsible for loss or damage, hold, lay up, lease, charter, operate or otherwise use such Vessel for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of such Vessel or in respect of any insurance thereon from any Person whomsoever, accounting only for the net profits, if any, arising from such use of such Vessel and charging upon all receipts from the use of such Vessel or from the sale thereof by court proceedings or pursuant to Section 2.1(e) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take any Vessel, the Mortgagee shall have the right to dock such Vessel for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock them at any other place at the cost and expense of the Shipowner, and the Mortgagee shall have the right to require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded; and the Shipowner hereby irrevocably instructs the masters of each Vessel so long as this Mortgage is outstanding to deliver such Vessel to the Mortgagee as demanded;

(d)           inspect and make copies of all original class records held by the Classification Society relating to any Vessel; and/or

(e)           take and enter into possession of any Vessel, at any time, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell such Vessel, at any place and at such time as the Mortgagee may specify and in such manner and such place (whether by public or private sale) as the

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Mortgagee may deem advisable (without necessity of bringing the Vessel to the place designated for such sale), free from any claim by the Shipowner in admiralty, in equity, at law or by statute, after first giving notice of the time and place of any public sale with a general description of the property in the following manner:

(i)            by publishing such notice for 10 consecutive days in a daily newspaper of general circulation published in New York City;

(ii)           if the place of sale should not be New York City, then also by publication of a similar notice in a daily newspaper, if any, published at the place of sale; and

(iii)          by mailing a similar notice to the Shipowner at its last known address on the day of first publication;

and notice of the time and place of any private sale by mailing such notice to the Shipowner at its last known address.

SECTION 2.2                         Any sale of any Vessel or any share therein made in pursuance of Section 2.1 of this Mortgage, whether under the power of sale hereby granted or any judicial proceedings, shall operate to divest all right, title and interest of any nature whatsoever of the Shipowner therein and thereto and shall bar any claim from the Shipowner, its successors and assigns, and all Persons claiming by, through or under them.  No purchaser shall be bound to inquire whether notice has been given, or whether any default has occurred, or as to the propriety of the sale, or as to the application of the proceeds thereof.  In the case of any such sale, the Mortgagee shall be entitled, for the purpose of making settlement or payment for the property purchased, to use and apply the Obligations in order that there may be credited against the amount remaining due and unpaid thereon the sums payable out of the net proceeds of such sale with respect to the Obligations after allowing for the costs and expense of sale and other charges; and thereupon such purchaser shall be credited, on account of such purchase price, with the net proceeds that shall have been so credited with respect to the Obligations.  At any such sale, the Mortgagee may bid for and purchase such property and upon compliance with the terms of sale may hold, retain and dispose of such property without further accountability therefor.

SECTION 2.3                         The Mortgagee is hereby appointed attorney-in-fact of the Shipowner to execute and deliver to any purchaser aforesaid, and is hereby vested with full power and authority to make, after the occurrence and during the continuation of a Mortgage Event of Default, in the name and on behalf of the Shipowner, a good conveyance of the title to each Vessel so sold.  In the event of any sale of any Vessel under Section 2.1, under any power contained under Section 2.1, the Shipowner will, if and when required by the Mortgagee, execute such form of conveyance of such Vessel and other related documents, as the Mortgagee may direct or approve.  The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 2.4                         The Mortgagee is hereby appointed attorney-in-fact of the Shipowner in the name of the Shipowner to, after the occurrence and during the continuation of a Mortgage Event of Default, demand, collect, receive, compromise and sue for, so far as may be permitted by law, all freights, hire, earnings, issues, revenues, income and profits of any Vessel

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and all amounts due from underwriters under any insurance thereon as payments of losses or as return premiums or otherwise, salvage awards and recoveries of any Vessel, recoveries in general average or otherwise in respect of any Vessel, and all other sums in respect of any Vessel, due or to become due at the time of the occurrence and during the continuation of any Mortgage Event of Default, or in respect of any insurance thereon, from any Person whomsoever, and to make, give and execute in the name of the Shipowner acquittances, receipts, releases or other discharges for the same, whether under seal or otherwise, and to endorse and accept in the name of the Shipowner all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing.  The powers and authority granted to the Mortgagee herein have been given for a valuable consideration and are hereby declared to be irrevocable.

SECTION 2.5                         Whenever any right to enter and take possession of any Vessel accrues to the Mortgagee pursuant to this Article 2, it may require the Shipowner to deliver, and the Shipowner shall on demand, at its own cost and expense, deliver to the Mortgagee such Vessel as demanded.  If any legal proceedings shall be taken to enforce any right under this Mortgage, the Mortgagee shall be entitled as a matter of right to the appointment of a receiver of such Vessel and of the freights, hire, earnings, issues, revenues, income and profits due or to become due and arising from the operation thereof.

SECTION 2.6                         The Shipowner authorizes and empowers the Mortgagee or its appointees or any of them to, after the occurrence and during the continuation of a Mortgage Event of Default, appear in the name of the Shipowner, its successors and assigns, in any court of any country or nation of the world where a suit is pending against any Vessel because of or on account of an alleged Lien against such Vessel from which such Vessel has not been released and to take such proceedings as to them or any of them may seem proper towards the defense of such suit and the purchase or discharge of such Lien, and all expenditures made or incurred by them or any of them for the purpose of such defense or purchase or discharge shall be a debt due from the Shipowner, its successors and assigns, to the Mortgagee, and shall be secured by the Lien of this Mortgage in like manner and extent as if the amount and description thereof were written herein.

SECTION 2.7                         The Shipowner covenants that at any time that any Obligations shall be due and payable (whether by acceleration or otherwise), the Mortgagee may demand the payment thereof; and in case the Shipowner shall fail to pay the same forthwith upon such demand, the Mortgagee shall be entitled to recover judgment for the whole amount so due and unpaid, together with such further amounts as shall be sufficient to cover the reasonable compensation to the Mortgagee’s agents, attorneys and counsel and any necessary advances, expenses and liabilities made or incurred by it hereunder.  All moneys collected by the Mortgagee under this Section 2.7 shall be applied by the Mortgagee in accordance with the terms of Section 6.6 of the Security Agreement.

SECTION 2.8                         Each and every power and remedy herein given to the Mortgagee shall be cumulative and shall be in addition to every other power and remedy herein given or now or hereafter existing at law, in equity, in admiralty, by statute or under any Loan Document or other agreement, and each and every power and remedy whether herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed

9

expedient by the Mortgagee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other power or remedy.  No delay or omission by the Mortgagee in the exercise of any right or power or in the pursuance of any remedy accruing upon any Mortgage Event of Default shall impair any such right, power or remedy or be construed to be a waiver of any such Mortgage Event of Default or to be an acquiescence therein; nor shall the acceptance by the Mortgagee of any security or of any payment of or on account of the Obligations after any Mortgage Event of Default or of any payment on account of any past Mortgage Event of Default be construed to be a waiver of any right to take advantage of any future Mortgage Event of Default or of any past Mortgage Event of Default not completely cured thereby.

SECTION 2.9                         If at any time after a Mortgage Event of Default and prior to the actual sale of any Vessel by the Mortgagee or prior to any foreclosure proceedings, the Shipowner offers to cure completely all Events of Default and to pay all expenses, advances and damages to the Mortgagee consequent on such Events of Default, with interest at a rate equal to the Default Rate, then the Mortgagee may, but shall be under no obligation to, accept such offer, cure and payment and restore the Shipowner to its former position, but such action shall not affect any subsequent Mortgage Event of Default or impair any rights consequent thereon.

SECTION 2.10                       In case the Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Mortgagee, then and in every such case the Shipowner and the Mortgagee shall be restored to their former positions and rights hereunder with respect to the property subject or intended to be subject to this Mortgage, and all rights, remedies and powers of the Mortgagee shall continue as if no such proceedings had been taken.

SECTION 2.11                       The proceeds of any sale of any Vessel and the net earnings of any charter operation or drilling contract or other use of any Vessel by the Mortgagee under any of the powers herein specified in this Article II, as well as any and all other moneys received by the Mortgagee pursuant to or under any of the provisions of Article I hereof or this Article II or in any proceedings pursuant to this Article II, shall be held and applied by the Mortgagee from time to time as provided in Section 6.6 of the Security Agreement.  In the event that the proceeds and amounts referred to above received by the Mortgagee are insufficient to pay in full the Obligations, the Mortgagee shall be entitled to collect the balance from the Shipowner or from any other Person or entity liable therefor.

SECTION 2.12                       Unless and until one or more Events of Default shall occur and be continuing, the Shipowner (a) shall be suffered and permitted to retain actual possession and use of the Vessel and (b) to the extent permitted by Section 7.05 of the Credit Agreement shall have the right, from time to time, in its discretion, and without application to the Mortgagee, and without obtaining a release thereof by the Mortgagee, to dispose of, free from the Lien hereof, any boilers, engines, generators, drilling machinery and equipment, pumps and pumping equipment, machinery, masts, spars, sails, rigging, boats, anchors, cables, chains, tackle, out fit, apparel, furniture, fittings, equipment, spares, fuel, stores or any other appurtenances of any Vessel, provided such item of property is replaced and such Vessel is maintained in the condition

10

required herein and in the Credit Agreement, and such replacement item, if any, shall forthwith become subject to the Lien of this Mortgage as a first preferred mortgage thereon.

ARTICLE III
SUNDRY PROVISIONS

SECTION 3.1                         The maximum principal amount that may be outstanding under this Mortgage at any time is Fifty Million United States Dollars (US$50,000,000), and for purposes of recording this Mortgage, the total amount of this Mortgage is Fifty Million United States Dollars (US$50,000,000), premium (if any) and interest and performance of mortgage covenants.  There is no separate discharge amount.

SECTION 3.2                         All of the covenants, promises, stipulations and agreements of the Shipowner in this Mortgage contained shall bind the Shipowner and its successors and assigns and shall inure to the benefit of the Mortgagee and its successors and assigns.  In the event of any assignment of this Mortgage, the term “Mortgagee” as used in this Mortgage shall be deemed to mean any such assignee.

SECTION 3.3                         Wherever and whenever herein any right, power or authority is granted or given to the Mortgagee, such right, power or authority may be exercised in all cases by the Mortgagee or such agent or agents as it may appoint, and the act or acts of such agent or agents when taken shall constitute the act of the Mortgagee hereunder.

SECTION 3.4                         (a)           In the event that any provision of this Mortgage shall be deemed invalid or unenforceable by reason of any present or future law or any decision of any court of competent jurisdiction, the validity and enforceability of any other provision hereof shall not be affected thereby.  Any such invalidity or unenforceability of any provision of this Mortgage in any jurisdiction or nation shall not render such provision invalid or unenforceable under the laws of any other jurisdiction or nation.

(b)           In the event that this Mortgage or any of the documents or instruments which may from time to time be delivered hereunder or any provision hereof shall be deemed invalidated by present or future law of any nation or by decision of any court, this shall not affect the validity and/or enforceability of all or any other parts of this Mortgage, or such documents or instruments and, in any such case, the Shipowner covenants and agrees that, on demand, it will execute and deliver such other and further agreements and/or documents and/or instruments and do such things as the Mortgagee in its sole reasonable discretion may deem to be necessary to carry out the true intent of this Mortgage.

(c)           Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of this Mortgage and that, if any provision of this Mortgage or portion thereof shall be construed to waive the preferred status of this Mortgage, then such provision to such extent shall be void and of no effect and shall cease to be a part of this Mortgage, without affecting the remaining provisions, which shall remain in full force and effect.

SECTION 3.5                         The Shipowner irrevocably submits itself to the non-exclusive jurisdiction of any of the courts of the State of New York sitting in New York City and of the United Stated District Court of the Southern District of New York, and any appellate court from

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any thereof, for the purposes of (and solely for the purposes of) any suit, action or other proceeding arising out of, or relating to, this Mortgage or any of the transactions contemplated hereby, hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard in such New York State or Federal court and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper, or that this Mortgage or the subject matter hereof may not be enforced in or by such courts.  The Shipowner hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the mailing of copies of such process to the Shipowner at its address listed in Section 3.10 hereof. The Shipowner agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Section 3.5 shall affect the right of the Mortgagee to serve legal process in any other manner permitted by law or affect the right of the Mortgagee to bring any action or proceeding against the Shipowner or its property in the courts of any other jurisdiction.

SECTION 3.6                         This Mortgage may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 3.7                         The term “Dollars” or the symbol “$” as used herein shall mean Dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts.

SECTION 3.8                         Upon the termination of this Mortgage pursuant to the proviso to the Habendum Clause hereof, the Mortgagee, forthwith upon the request of the Shipowner, will execute, on its own behalf, such other and further assurances and documents as requested by the Shipowner to effect such termination and to remove the Lien of record of this Mortgage, all at the cost and expense of the Shipowner.

SECTION 3.9                         THE SHIPOWNER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS MORTGAGE.

SECTION 3.10                       All notices or other communications required or permitted to be made or given hereunder shall be made in writing and personally delivered to an officer or other responsible employee of the addressee, or sent, by registered air mail, return receipt requested, postage prepaid, facsimile transmission, or other direct written electronic means to the applicable address set forth under such party’s name below, or to such other address as each party hereto may from time to time designate to the others in such manner:

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If to the Mortgagee:

BANK OF AMERICA, N.A.
Agency Management Service
901 Main Street
Dallas, Texas 75202
Attention:  Michelle Diggs
Facsimile:  (214) 290-4126

If to the Shipowner:

GLOBAL GEOPHYSICAL SERVICES, INC.
13927 South Gessner Road

Missouri City, Texas 77489

Attention:  Jerry Dresner
Facsimile:  (713) 808-7757

Any communication personally delivered shall be deemed to have been validly and effectively given or delivered on the date of such delivery.  Any communication transmitted by facsimile or by registered air mail shall be deemed to have been validly and effectively given or delivered on the day when received.

SECTION 3.11                       If any Vessel is sold, transferred, conveyed or otherwise disposed of in a manner permitted by the Credit Agreement, such Vessel shall, upon request of the Mortgagee and at the Mortgagee’s sole cost and expense, be promptly released in writing by the Mortgagee from the Lien of this Mortgage, and all covenants and agreements of this Mortgage, and such release shall not affect the Mortgagee’s Lien on the remaining Vessels.

[Signature page follows.]

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IN WITNESS WHEREOF, the Shipowner has executed this Mortgage on the day and year first above written.

		GLOBAL GEOPHYSICAL SERVICES, INC.
		By:	/s/ P. Mathew Verghese
		Name: P. Mathew Verghese
		Title: Senior VP and Chief Financial Officer
STATE OF TEXAS	§
	§
COUNTY OF FORT BEND	§

On this 30th day of April, 2010, before me personally appeared P. Mathew Verghese, to me known, who being by me duly sworn, did depose and say that s/he resides at 13927 S. Gessner Rd., Missouri City, TX 77489; that s/he is an authorized individual of GLOBAL GEOPHYSICAL SERVICES, INC., the limited liability company described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the Board of Directors of said limited liability company and that said instrument is the act and deed of said limited liability company.

/s/ Traci Ann Cooper

Notary Public

My Commission expires: 02/03/2013

Signature Page to First Preferred Fleet Mortgage

EXHIBIT A
TO
FIRST PREFERRED FLEET MORTGAGE

[Copy of the Credit Agreement with certain exhibits]

SCHEDULE I
TO
FIRST PREFERRED FLEET MORTGAGE

DESCRIPTION OF THE VESSELS

Vessel Name	Official Number
Global Mirage	1060662
Global Quest	1050795
Global Vision	1058458
James H. Scott	1172960
Global Longhorn	1208913
Lori B	1111303

EX-10.45

Exhibit 10.45

GUARANTY

Dated as of April 30, 2010

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Global Geophysical Services, Inc. (the “Borrower”) by the Beneficiaries (as defined below), each of the undersigned Guarantors (each a “Guarantor” and, collectively, the “Guarantors”) hereby furnishes its guaranty (this “Guaranty”) of the Obligations (as hereinafter defined) to the Beneficiaries and to Bank of America, N.A. as administrative agent for the Lenders (the “Administrative Agent”) as follows:

1.Guaranty.  Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, owing to the Administrative Agent, any Lender, the L/C Issuer, the Swing Line Lender, any Hedge Bank, and any Cash Management Bank (as each such term is defined in the Credit Agreement and collectively referred to herein as the “Beneficiaries”) arising under that certain Credit Agreement dated as of April 30, 2010 (as amended, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”, the defined terms of which are used herein unless otherwise defined herein) among the Borrower, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders party thereto (the “Lenders”), the other Loan Documents and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or any other Beneficiary in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Obligations”).  The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive absent manifest error for the purpose of establishing the amount of the Obligations.  This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability,

perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.  Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law after giving effect to the value of any rights of subrogation, contribution, reimbursement or indemnity of such Guarantor pursuant to applicable law or agreement, including Section 6(b) hereof.

2.No Setoff or Deductions; Taxes; Payments.  Each Guarantor represents and warrants that it is organized and resident in the United States of America.  Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding.  If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of any Beneficiary) is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent for the benefit of itself and the other Beneficiaries, on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Administrative Agent and each other Beneficiary to receive the same net amount which the Administrative Agent or such Beneficiary would have received on such due date had no such obligation been imposed upon such Guarantor.  Each Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder.  The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

3.Rights of Administrative Agent and Beneficiaries.  Each Guarantor consents and agrees that the Administrative Agent and the other Beneficiaries may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof:  (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the other Beneficiaries in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations.  Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

4.Certain Waivers.  Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any

2

cause whatsoever (including any act or omission of any Beneficiary) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other guarantor; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) any right to require the Administrative Agent or any other Beneficiary to proceed against the Borrower, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or any other Beneficiary’s power whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or any other Beneficiary; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.  Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

5.Obligations Independent.  The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower, any other Guarantor, or any other person or entity is joined as a party.

6.Subrogation; Contribution.

(a)No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Lenders or facilities provided by the Lenders with respect to the Obligations are terminated.  If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall forthwith be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce the amount of the Obligations, whether matured or unmatured.

(b)The Guarantors hereby agree, as among themselves, that if any Guarantor or any other guarantor of the Obligations shall become an Excess Funding Guarantor (as defined below) (but subject to the succeeding provisions of this Section 6(b)), to pay to such Excess Funding Guarantor an amount equal to such Guarantor’s Pro Rata Share (as defined below and determined, for this purpose, without reference to the properties, assets, liabilities and debts of such Excess Funding Guarantor) of such Excess Payment (as defined below).  The payment obligation of any Guarantor to any Excess Funding Guarantor under this Section 6(b) shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Guarantor under the other provisions of this Guaranty, and such Excess Funding Guarantor shall not exercise any right or remedy with respect to such excess except as provided in Section 6(a) above or in any similar provision of any other guaranty of the Obligations.  For purposes hereof, (i) “Excess Funding Guarantor” shall mean, in respect of any obligations arising under the other provisions of this Guaranty and any similar provisions of any other guaranty of the Obligations (hereafter, the “Guarantied Obligations”), a Guarantor or any other guarantor of the Obligations

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that has paid an amount in excess of its Pro Rata Share of the Guarantied Obligations; (ii) “Excess Payment” shall mean, in respect of any Guarantied Obligations, the amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and (iii) “Pro Rata Share”, for purposes of this Section 6(b), shall mean, for any Guarantor or any other guarantor of the Obligations, the ratio (expressed as a percentage) of (x) the amount by which the aggregate present fair saleable value of all of its assets and properties exceeds the amount of all debts and liabilities of such guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such guarantor under this Guaranty or the other applicable guaranty) to (y) the amount by which the aggregate present fair saleable value of all assets and other properties of the Borrower, all of the Guarantors and all of the other guarantors of the Obligations exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower under the Credit Agreement, the Guarantors hereunder and any other guarantors of the Obligations under the applicable guaranties) of the Borrower, all of the Guarantors and all of the other guarantors of the Obligations, all as of the Closing Date (if any Guarantor becomes a party hereto (or any other guarantor of the Obligations becomes a party to the applicable guaranty) subsequent to the Closing Date, then for purposes of this Section 6(b) such subsequent guarantor shall be deemed to have been a guarantor of the Obligations as of the Closing Date and the information pertaining to, and only pertaining to, such guarantor as of the date such guarantor became a guarantor of the Obligations shall be deemed true as of the Closing Date).

7.Termination; Reinstatement.  This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by the Lenders with respect to the Obligations are terminated.  Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Guarantor is made, or the Administrative Agent or any other Beneficiary exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Beneficiary in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Administrative Agent or any other Beneficiary is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.  The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

8.Subordination.  Each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to such Guarantor as subrogee of the Administrative Agent or any other Beneficiary or resulting from such Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations.  If the Administrative Agent so requests, any such obligation or indebtedness of the Borrower to such Guarantor shall be enforced and performance received by such Guarantor as trustee for the Administrative Agent and the other Beneficiaries, and the proceeds thereof shall

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be paid over to the Administrative Agent on account of the Obligations, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty.

9.Stay of Acceleration.  In the event that acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor immediately upon demand by the Administrative Agent.

10.Expenses.  Each Guarantor shall pay on demand all out-of-pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) in any way relating to the enforcement or protection of its rights under this Guaranty or in respect of the Obligations, including any incurred during any “workout” or restructuring in respect of the Obligations and any incurred in the preservation, protection or enforcement of any rights of the Administrative Agent, any Lender or any L/C Issuer in any proceeding any Debtor Relief Laws.  The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

11.Miscellaneous.  No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by the Administrative Agent and the Guarantors.  No failure by the Administrative Agent or any other Beneficiary to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law or in equity.  The unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein.  Unless otherwise agreed by the Administrative Agent and the Guarantors in writing, this Guaranty is not intended to supersede or otherwise affect any other guaranty now or hereafter given by any Guarantor for the benefit of the Administrative Agent or any other Beneficiary or any term or provision thereof.

12.Condition of Borrower.  Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that neither the Administrative Agent nor any other Beneficiary has any duty, and such Guarantor is not relying on the Administrative Agent or any other Beneficiary at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (the guarantor waiving any duty on the part of the Administrative Agent or any other Beneficiary to disclose such information and any defense relating to the failure to provide the same).

13.Setoff.  If and to the extent any payment is not made when due hereunder, the Administrative Agent and each other Beneficiary may setoff and charge from time to time any amount so due against any or all of any Guarantor’s accounts or deposits with the Administrative Agent or such Beneficiary.

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14.Representations and Warranties.  Each Guarantor represents and warrants that (a) it is duly organized and in good standing under the laws of the jurisdiction of its organization and has full capacity and right to make and perform this Guaranty, and all necessary authority has been obtained; (b) this Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by (i) applicable Debtor Relief Laws and (ii) general principles of equity whether applied by a court of law or equity); (c) the making and performance of this Guaranty does not and will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a party or by which it or any of its property may be bound or affected; and (d) all consents, approvals, licenses and authorizations of, and filings and registrations with, any governmental authority required under applicable law and regulations for the making and performance of this Guaranty have been obtained or made and are in full force and effect.

15.Indemnification and Survival.  Without limitation on any other obligations of any Guarantor or remedies of the Administrative Agent or any other Beneficiary under this Guaranty, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent and each other Beneficiary from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including attorneys’ fees and expenses and the allocated cost and disbursements of internal legal counsel) that may be suffered or incurred by the Administrative Agent or such other Beneficiary in connection with or as a result of any failure of any Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms.  The obligations of each Guarantor under this paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

16.GOVERNING LAW; Assignment; Jurisdiction; Notices.  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  This Guaranty shall (a) bind each Guarantor and its successors and assigns, provided that no Guarantor may assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent and the other Beneficiaries and their successors and assigns and each Lender may, without notice to any Guarantor and without affecting any Guarantor’s obligations hereunder, assign, sell or grant participations in the Obligations and this Guaranty, in whole or in part.  Each Guarantor hereby irrevocably (i) submits to the non-exclusive jurisdiction of any United States Federal or State court sitting in the Borough of Manhattan in New York City, New York in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith.  Service of process by the Administrative Agent or any other Beneficiary in connection with such action or proceeding shall be binding on each Guarantor if sent to such Guarantor by registered or certified mail at its address specified below or such other address as from time to time notified by such Guarantor.  Each Guarantor agrees that each Lender may disclose to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations of all or part of the Obligations any and all information in such Lender’s possession concerning any Guarantor, this Guaranty and any security for this Guaranty.  All notices and other communications to any Guarantor under this Guaranty shall be in writing

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and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier to such Guarantor at its address set forth below its signature page hereto or at such other address in the United States as may be specified by such Guarantor in a written notice delivered to the Administrative Agent at such office as the Administrative Agent may designate for such purpose from time to time in a written notice to the Borrower.

17.WAIVER OF JURY TRIAL; FINAL AGREEMENT.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, EACH GUARANTOR, THE ADMINISTRATIVE AGENT, AND EACH OTHER BENEFICIARY IRREVOCABLY WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OBLIGATIONS.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

18.Additional Guarantors.  Any Subsidiary of the Borrower that is required pursuant to the Credit Agreement to enter into a guaranty on substantially similar terms as those set forth herein after the date hereof shall become a Guarantor for all purposes of this Guaranty upon execution and delivery by such Subsidiary of a supplement in the form of Annex I to the Security Agreement.

19.Several Enforcement.  This Guaranty shall apply to each Guarantor and may be enforced against each Guarantor as if each Guarantor had executed a separate agreement.  No Guarantor shall have any contractual rights or obligations against any other Guarantor under this Guaranty, including any rights to have this Guaranty enforced ratably or any right to restrict the amendment or waiver hereof with respect to another Guarantor.

[The remainder of this page has been left blank intentionally.]

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BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Antonikia L. Thomas
Antonikia L. Thomas
Assistant Vice President

Signature Page to Guaranty

AUTOSEIS, INC.
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Financial Officer
Notice Address:
13927 South Gessner Road
Missouri City, TX 77489
GGS INTERNATIONAL HOLDINGS, INC.
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior VP and Chief Financial Officer
Notice Address:
13927 South Gessner Road
Missouri City, TX 77489

Signature Page to Guaranty

EX-10.46

Exhibit 10.46

NOTE

April 30, 2010

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to Citibank, N.A., or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of April 30, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.  All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office.  If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.  Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.  Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business.  The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

GLOBAL GEOPHYSICAL SERVICES, INC.
By:	/s/ P. Mathew Verghese
Name: P. Mathew Verghese
Title: Senior Vice President and Chief Financial Officer

EX-12.1

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Exhibit 12.1

Statement Regarding Computation of Ratio of Earnings to Fixed Charges

Ratio of earnings to fixed charges

SEC Table for Ratio Exhibit

			2010			2009		2008			2007		2006
Earnings Before Fixed Charges:
	Income (loss) before income taxes			(38,954,429	)		738,056		(2,018,843	)		7,377,687		3,836,346
	Add fixed charges			26,408,317			25,159,653		33,680,606			17,207,944		5,714,414
		Income (loss) before fixed charges		(12,546,112	)		25,897,709		31,661,763			24,585,631		9,550,760
Fixed Charges:
	Interest expense, net			21,268,611			18,613,301		22,383,705			10,744,547		3,751,673
	Estimate of interest expense within rental expense			5,139,705			6,546,351		11,296,901			6,463,397		1,962,741
		Total fixed charges		26,408,317			25,159,653		33,680,606			17,207,944		5,714,414
Deficiency of earnings available to cover fixed charges				(38,954,429	)		—		(2,018,843	)		—		—
Ratio of earnings to fixed charges				—			1.03		—			1.43		1.67

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Exhibit 12.1

Statement Regarding Computation of Ratio of Earnings to Fixed Charges
SEC Table for Ratio Exhibit

EX-14.1

Exhibit 14.1

GLOBAL GEOPHYSICAL SERVICES, INC.

13927 SOUTH GESSNER ROAD

MISSOURI CITY, TX 77489

NOVEMBER 9, 2010

To Our Employees, Officers and Directors:

Global Geophysical Services, Inc. (the “Company”) has a proud tradition of maintaining the highest legal and ethical standards in the conduct of its business. We seek high ethical standards in all of our business endeavors. We believe that an awareness of the Company’s general policies regarding business conduct is vital to the Company and its success and to each employee, officer and director in the achievement of our mission.

For our employees, officers and directors, proper business conduct requires strict compliance with the spirit and the letter of the laws and regulations that apply to our business, but proper conduct means more than that. It means adherence to the highest business and personal ethics in dealings involving the Company or its reputation. The policies summarized in this booklet go beyond the strict requirements of the law. Although it cannot answer every question of conduct that may arise in our business, the principles embodied in this booklet should alert you to situations that may require extra caution or guidance.

If you have any questions you may consult your supervisor or upper management. In addition, you may seek advice on a confidential basis by following the procedures set forth under Section XVI for reporting violations of company policies and seeking advice or reporting possible unethical conduct. Violating the standards of business conduct outlined in this booklet may subject a violator to severe disciplinary action, up to and including immediate termination and prosecution which could lead to personal fines or jail terms.

You are required to read and understand this booklet. This booklet, together with related policies, procedures and educational efforts comprises the Company’s internal compliance program as contemplated by the Federal Sentencing Guidelines for corporations.

Sincerely,

Richard A. Degner

Chief Executive Officer

GLOBAL GEOPHYSICAL SERVICES, INC.

CODE OF BUSINESS CONDUCT

AND

ETHICS

NOVEMBER 9, 2010

CODE OF BUSINESS CONDUCT AND ETHICS

TABLE OF CONTENTS

I.	ETHICS AND COMPLIANCE	1
II.	COMPLIANCE WITH LAWS, RULES AND REGULATIONS.	1
III.	CONFIDENTIAL INFORMATION	1
	Disclosure of Company’s Confidential Information	2
	Patents, Copyrights, Trademarks and Proprietary Information	2
	No Inadvertent Disclosures	2
	Competitive Information	3
IV.	CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITY	3
V.	CUSTOMER, SUPPLIER AND COMPETITOR RELATIONS	4
	Permissible Payments	4
	Bribes	5
	Gifts	5
VI.	ENTERTAINMENT	5
	Government Representatives	5
	Facilitating Payments	5
	Third Party Agents	6
	Compliance with Antitrust Laws	6
	Agreements with Competitors	6
	Agreements with Customers	6
	International Application	6
VII.	INSIDER TRADING	6
VIII.	RECORD MANAGEMENT	7
IX.	RECORDING TRANSACTIONS	7
	Company Records	7
X.	USE OF COMPANY ASSETS	8
	Electronic Communications	8
	Third Party Software	8
	Intellectual Property	8
XI.	FAIR DISCLOSURE POLICY	9
	Authorized Spokespersons	9
	General	9
XII.	FINANCIAL CODE OF ETHICS	10
XIII.	POLITICAL ACTIVITY AND CONTRIBUTIONS	10
XIV.	DISCRIMINATION AND HARASSMENT	10
XV.	HEALTH AND SAFETY	10
XVI.	REPORTING VIOLATIONS OF COMPANY POLICIES	10
XVII.	WAIVER	11

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I.ETHICS AND COMPLIANCE

Global Geophysical Services, Inc. (the “Company”) operates in accordance with the highest ethical standards and relevant laws. The Company places the highest value on the integrity of each of its employees and representatives. The Company’s culture demands not only legal compliance, but also responsible and ethical behavior. Unless otherwise specifically noted, the policies outlined in this booklet apply across the Company, in all states, regions and countries. This booklet does not cover all Company policies or all laws, but sets out basic principles to guide all employees of the Company. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a local law conflicts with a policy in this Code, then you must comply with the law. If local custom or practice conflicts with this Code, then you must comply with this Code. If your line of business or region has a policy or practice that conflicts with this Code then you must comply with this Code. If your line of business or region has policies or practices that require more of you than is required by the Code or if local law requires more, then you must follow the stricter policy, practice or law. Think of this Code as a baseline, or a minimum requirement, which must always be followed. The only time you can go below the baseline is if a law absolutely requires you to do so or if a written exception has been obtained in the manner provided herein.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section XVI of this Code.

II.COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

III.CONFIDENTIAL INFORMATION

The Company believes its confidential proprietary information is an important asset in the operation of its business and prohibits the unauthorized use or disclosure of this information. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The Company respects the property rights of other companies to their confidential proprietary information and requires its employees to fully comply with U.S. and foreign laws and regulations protecting such rights. The obligation to preserve confidential information continues even after employment ends. The Company’s success is dependent upon the strict adherence by employees to this policy and all applicable standards and procedures.

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Disclosure of Company’s Confidential Information

Information is the lifeblood of any business. Open and effective dissemination of this information is critical to our success. However, much of the information concerning the Company’s business activities is confidential. The disclosure of this information outside the Company would seriously damage the Company’s interests.

To protect this information, it is Company policy that:

·Confidential information of the Company should be disclosed within the Company only on a need-to-know basis;

·Confidential information of the Company (paper or electronic) should be marked with additional handling instructions designated by the General Counsel; and

·Confidential information of the Company should be disclosed outside the Company only when required by law or when necessary to further the Company’s business activities and in accordance with the Company’s disclosure guidelines.

Under no circumstances are employees to provide confidential Company documents to any third party, without express consent of the General Counsel. This restriction on the disclosure of confidential information includes, but is not limited to, any confidential Company documents relating to customers, competitors or suppliers of the Company.

Patents, Copyrights, Trademarks and Proprietary Information

Protection of the Company’s intellectual property—including its patents, copyrights, trademarks, scientific and technical knowledge, know-how and the experience developed in the course of the Company’s activities—is essential to maintaining the Company’s competitive advantage. This information should be protected by all Company personnel and should not be disclosed to outsiders.

Much of the information the Company develops related to research, trade secrets, production, marketing, strategies, engineering, contract negotiations, and business methods and practices is original in nature and its protection is essential to our continued success. Such proprietary/confidential information and trade secrets may consist of any formula, pattern, device or compilation of information maintained in secrecy which is used in business, and which gives that business an opportunity to obtain an advantage over competitors who do not know about it or use it. This information should be protected by all Company employees and not disclosed to outsiders. Its loss through inadvertent or improper disclosure could be harmful to the Company.

No Inadvertent Disclosures

Employees should be especially mindful in the use of the telephone, fax, telex, electronic mail, and other electronic means of storing and transmitting information.

Employees should take every practicable step to preserve the Company’s confidential information. For example, employees should not discuss material information in elevators,

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hallways, restrooms, restaurants, airplanes, taxicabs or any place where they can be overheard; read confidential documents in public places or discard them where they can be retrieved by others; leave confidential documents in unattended conference rooms; or leave confidential documents behind when the conference is over. Also, employees should be aware of the carrying quality of conversations conducted on speaker telephones in offices, and of the potential for eavesdropping on conversations conducted on mobile, car or airplane telephones, and other unsecured means of communication.

Many employees are required to sign agreements reminding them of their obligation not to disclose the Company’s proprietary confidential information, both while they are employed and after they leave the Company. The loyalty, integrity and sound judgment of the Company’s employees both on and off the job are essential to the protection of such information.

Competitive Information

Collecting information on our competitors from legitimate sources is proper and often necessary. However, there are limits to the ways information should be acquired. Practices such as industrial espionage, stealing and seeking confidential information from a new employee who recently worked for a competitor are not permitted.

IV.CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITY

Conflicts of interest result from situations or activities which may benefit the employee, officer or director by virtue of his position with, or at the expense of, the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. A conflict of interest may also exist if a family member’s interest interferes with a person’s independent exercise of sound judgment. Employees, officers and directors should avoid any action which may involve, or may appear to involve, a conflict of interest with the Company. Employees, officers and directors should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company. In addition, actions of family members may create a conflict of interest. For example, doing business with an organization that is partially or fully owned by members of your family may create a conflict of interest.

Therefore, it is Company policy that unless a written waiver is granted (as explained below), employees, officers and directors may not:

·Perform services for a public or private company, or have a financial interest in a private company or more than a 5% financial interest in a public company, that is, or may become, a supplier, customer, or competitor of the Company.

·Perform outside work or otherwise engage in any outside activity or enterprise that may create a conflict with the Company’s best interests.

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·Take for themselves personally, opportunities that are discovered through the use of Company property, information and position;

·Use Company property, information or position for personal gain; or

·Compete with the Company.

Non-employee directors are not prohibited from, and the Company renounces any interest or expectancy in, pursuing any opportunity that is presented to a non-employee director other than primarily in such person’s capacity as a director of the Company.

In addition, the Company’s employees, officers and directors may not acquire any interest in outside entities, properties or assets in which the Company has an interest or potential interest. This includes securities in businesses being considered for acquisition, or real estate at or near possible new or expanded Company facilities. Solicitation of vendors or employees for gifts or donations shall not be allowed except with the permission of the General Counsel. If a family member of the employee, officer or director engages in an activity that would be considered a “conflict of interest” if the related employee, officer or director were to undertake it, then a “conflict of interest” shall be deemed to exist with respect to such employee, officer or director.

Employees are under a continuing obligation to disclose to their supervisors any situation that presents the possibility of a conflict or disparity of interest between the employee and the Company. An employee’s conflict of interest may only be waived if both the General Counsel and the employee’s supervisor waive the conflict in writing. Officers and directors are under a continuing obligation to disclose to the Board of Directors any situation that presents the possibility of a conflict or disparity of interest between such officer or director and the Company. An officer’s or a director’s conflict of interest may only be waived if the Audit Committee approves the waiver. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

V.CUSTOMER, SUPPLIER AND COMPETITOR RELATIONS

The Company believes that the Company, the economy, and the public benefit if businesses compete vigorously. The Company, its employees, and representatives will treat customers, business allies, competitors and suppliers fairly and will not engage in anticompetitive practices that unlawfully restrict the free market economy. Anticompetitive practices include taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

Permissible Payments

The payment of normal discounts and allowances, commissions, fees, sales promotion activity, entertainment and the extension of services and other customary courtesies in the ordinary course of business is permissible so long as they have been authorized and properly recorded. If a customer, supplier, vendor or government agency has adopted a more stringent policy than the Company’s regarding gifts and gratuities, then the Company’s representative

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must comply with that more stringent policy when dealing with that person or entity. (See below for a discussion of gifts to government representatives.)

Bribes

No illegal payment in any form (whether funds or assets) shall be made directly or indirectly to anyone for the purpose of obtaining or retaining business or to obtain any other favorable action. It is imperative that each and every person who does business with the Company understands that we will not, under any circumstances, give or accept bribes or kickbacks. A violation of this policy will subject the employee to disciplinary action as well as potential criminal prosecution.

Gifts

No gift should be accepted from a supplier, vendor or customer unless the gift has insubstantial value and a refusal to accept it would be discourteous or otherwise harmful to the Company. The key is to keep an arms length relationship and avoid excessive or lavish gifts or events that may give the appearance of undue influence. This applies equally to gifts to suppliers or vendors or non-governmental customers. (See below for a discussion of gifts to government representatives.)

VI.ENTERTAINMENT

Appropriate business entertainment of non-government employees occurring in connection with business discussions or the development of business relationships is generally deemed appropriate in the conduct of official business. This may include business-related meals and trips, refreshments before or after a business meeting, and occasional athletic, theatrical or cultural events. The providing or receiving of entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Government Representatives

What is acceptable practice in the commercial business environment may be against the law or the policies of federal, state or local governments. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of the General Counsel, except for items of nominal value (i.e., pens, coffee mugs, etc.).

In addition, a U.S. law, the Foreign Corrupt Practices Act (FCPA) prohibits the Company or anyone acting on behalf of the Company from making a payment or giving a gift to a non-U.S. government official for purposes of obtaining or retaining business. The FCPA applies to the Company everywhere in the world where we do business and even applies to you if you are not a U.S. citizen.

Facilitating Payments

In addition, the FCPA recognizes that in a number of countries, tips and gratuities of a minor nature are customarily required by lower level governmental representatives performing ministerial or clerical duties to secure the timely and efficient execution of their responsibilities

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(e.g., customs clearances, visa applications, installation of telephones, and exchange transactions). If you encounter a situation where an expediting or facilitating payment is requested in order to expedite or advance a routine performance of legitimate duties, then you need to contact the General Counsel for his analysis under the FCPA.

Third Party Agents

The Company’s business may involve the use of agents, consultants, brokers or representatives in connection with its dealing with governmental entities, departments, officials and employees. Such arrangements may not be employed to channel payoffs to government entities or officials or otherwise violate the FCPA.

Compliance with Antitrust Laws

All Company employees are expected to comply with applicable federal, state and foreign antitrust laws. All mergers, acquisitions, strategic alliances, and other types of extraordinary business combinations which raise concerns of market domination or abuse, should receive timely legal review to assure that the Company competes aggressively, but not unlawfully. When any doubt exists as to the legality of any action or arrangement, the matter should be discussed with the General Counsel.

Agreements with Competitors

Formal or informal agreements with competitors that seek to limit or restrict competition in some way are often illegal. Unlawful agreements include those which seek to fix or control prices; allocate products, markets or territories; or boycott certain customers or suppliers. To ensure compliance with antitrust law, discussions with competitors regarding any of these potential agreements is a violation of Company policy and will subject the employee to disciplinary action as well as the potential for criminal prosecution.

Agreements with Customers

Certain understandings between the Company and a customer are also considered anti-competitive and illegal. These include agreements that fix resale prices or that result in discriminatory pricing between customers for the same product. These types of restrictive understandings must not be discussed or agreed to with a customer.

International Application

International operations of the Company may be subject to the antitrust laws of the United States. Advice on this subject as well as similar requirements under other applicable jurisdictions should be sought from the General Counsel.

VII.INSIDER TRADING

Federal law and Company policy prohibit employees, directly or indirectly through their families or others, from purchasing or selling Company securities while in the possession of material, non-public information concerning the Company. This same prohibition applies to

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trading in the securities of other publicly held companies on the basis of material, non-public information. All employees shall follow the Insider Trading Policy which is attached hereto as Addendum A and incorporated herein by reference.  All employees must return an executed copy of the Insider Trading Policy to Christopher P. Graham, the Company’s General Counsel, acknowledging that they agree to strictly follow all requirements of the Insider Trading Policy.  All questions concerning the Insider Trading Policy should be directed to Christopher P. Graham.

VIII.RECORD MANAGEMENT

The General Counsel has Company wide responsibility for developing, administering and coordinating the record management program, and issuing retention guidelines for specific types of documents. Records should be maintained to comply with applicable statutory, regulatory or contractual requirements, as well as those pursuant to prudent business practices. It is Company policy that no records that are the subject of or related to litigation or an ongoing or impending investigation shall be destroyed by any employee or agent of the Company. Employees should contact Christopher P. Graham for specific information on record retention.

IX.RECORDING TRANSACTIONS

The integrity of the Company’s record-keeping and reporting systems is of the utmost importance. The Company shall make and keep books, invoices, records and accounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company. Each employee shall maintain accurate and fair records of transactions, time reports, expense accounts, and other Company records. Employees, officers and directors must use special care to make sure that records are accurately and completely prepared and reviewed, whether they are intended for internal use or for an external party, including any governmental authorities. The Company shall devise and maintain a system of internal controls sufficient to provide reasonable assurances that transactions are properly authorized, executed, and recorded.

Company Records

All Company books, records, accounts, funds and assets must be maintained to reflect fairly and accurately the underlying transactions and disposition of Company business in reasonable detail. No entries will be made that intentionally conceal or disguise the true nature of any Company transaction.

In this respect, the following guidelines must be followed:

·No unrecorded or “off the books” funds or assets should be established for any purpose;

·No false, misleading or fictitious invoices should be paid or created;

·No false or artificial entries should be made or misleading reports issued;

·Assets and liabilities of the Company shall be recognized and stated in accordance with the Company’s standard practices and GAAP;

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·No material failure to make entries should be permitted; and

·The documentation evidencing each transaction and each payment on behalf of the Company shall fairly represent the nature of such transaction or the purpose of such payment.

If an employee believes that the Company’s books and records are not being maintained in accordance with these requirements, the employee should immediately report the matter directly to their supervisor or to the Chief Financial Officer.

X.USE OF COMPANY ASSETS

The Company’s assets are to be used only for the legitimate business purposes of the Company and its subsidiaries and only by authorized employees or their designees. This includes both tangible and intangible assets. The use of Company time, materials, assets or facilities for purposes not directly related to Company business, or the removal or borrowing of Company property without permission, is prohibited. You should use and maintain the Company’s assets with care and respect, while guarding against waste and abuse.

Electronic Communications

The Company’s electronic mail (e-mail) system should be restricted primarily to Company business. Highly confidential information should be handled appropriately. The Company reserves the right at any time to monitor and inspect, without notice, all electronic communications data and information transmitted on the network and electronic files located on personal computers owned by the Company or computers on the premises used in Company business. The use of the Company’s internet services should be restricted primarily to Company business.  Company employees should have no expectation of privacy when using Company provided technology or utilizing any technology maintained by Company.

Third Party Software

Third Party Software is provided as a productivity tool for employees to perform their job functions. Please note that, just because third party product or utility software is located on a corporate utility server, it does not necessarily mean that it is licensed for use as a standalone software product. “Software” includes programs, routines, and procedures that cause a computer system to perform a predetermined function or functions, as well as the supporting documentation. Employees and Company representatives have an obligation to protect and manage our software. All software use must be in compliance with applicable laws and contractual obligations assumed by the Company, including copyright laws and necessary licensing. Employees may be liable as individuals for illegal software use.

Intellectual Property

To the extent permitted under applicable law, employees, contractors and temporary employees shall assign to the Company any invention, work of authorship, composition or other form of intellectual property created during the period of employment.

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XI.FAIR DISCLOSURE POLICY

The Company is committed to fair disclosure of information to its shareholders, the financial community, and the public.

The Company and its management team believe it is in the Company’s best interest to maintain an active and open communication with shareholders and potential investors regarding the Company’s historical performance and future prospects. The Company can create shareholder value by publicly articulating its strategies, business strengths, and growth opportunities. The Company is also aware of its need for confidentiality about details of key business and operating strategies.

In addition, any reports or information provided on the Company’s behalf to federal, state, local or foreign governments should be true, correct and accurate. Any omission or misstatement could result in a violation of the reporting laws, rules and regulations.

Authorized Spokespersons

The Company speaks to the financial community and its shareholders through authorized representatives. The following persons are authorized to communicate on behalf of the corporation to analysts, securities market professionals and major stockholders of the corporation.

·Chief Executive Officer

·Chief Financial Officer

Other officers or employees of the corporation may from time to time communicate with analysts and investors as part of the Company’s investor relations program. In such instances, an authorized representative will also be present. No employee is authorized to communicate business or financial information about the Company that is non-public, material information, except through Company sanctioned public disclosure or for business purposes under a nondisclosure agreement.

General

Employees will be notified that, except as specified in this policy they shall not communicate to analysts and investors and shall refer all questions to the Chief Executive Officer or, in his or her absence, another authorized representative.

The Company endeavors to make appropriate announcements and to conduct interviews with the media about its business and significant developments. Appropriate training will be provided to each authorized representative on compliance with the policy, review of public statements regarding material information, and procedures for disclosing non-public information.

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XII.FINANCIAL CODE OF ETHICS

The Company’s Financial Code of Ethics for the Chief Executive Officer and Senior Financial Officers contains the ethical principles by which the Chief Executive Officer, Chief Financial Officer, principal accounting officer or Controller, or, if no person holds any such offices, the person or persons performing similar functions, are expected to conduct themselves when carrying out their duties and responsibilities. The Financial Code of Ethics for the Chief Executive Officer and Senior Financial Officers is attached hereto as Addendum B and is incorporated herein by reference.  The Chief Executive Officer, Chief Financial Officer and all Senior Financial Officers shall execute Addendum B and return a copy of same to the General Counsel.  Addendum B-1, attached and incorporated by reference, shall include a listing of all individuals that are governed by Addendum B.

XIII.POLITICAL ACTIVITY AND CONTRIBUTIONS

It is Company policy that no corporate funds may be used to make political contributions of any kind to any candidate or political party. This prohibition covers not only direct contributions but also indirect assistance or support of candidates or political parties through the purchase of tickets to special dinners or other fund-raising events, and the furnishing of any other goods, services or equipment to political parties or committees. However, the policy does not prohibit the formation of a Political Action Committee sponsored by the Company to the extent that federal and state law permits it. Political contributions or activities by individuals on their own behalf are, of course, permissible. No person may be reimbursed directly or indirectly by the Company for any political contribution or for the cost of attending any political event. In addition, employees may not be given time off with pay for political activity.

XIV.DISCRIMINATION AND HARASSMENT

We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

XV.HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

XVI.REPORTING VIOLATIONS OF COMPANY POLICIES

There are no easy answers to many ethical issues we face in our daily business activities. In some cases the right thing to do will be obvious, but in other more complex situations, it may be difficult for an employee to decide what to do. When an employee is faced with a tough

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ethical decision or whenever they have any doubts as to the right thing to do, they should talk to someone else such as their supervisor, another manager, or the General Counsel.

It is the obligation of any director, officer or employee who believes another director, officer, employee or any agent, consultant or contract worker is violating the Company’s policies or local laws or is engaging in any activity that could damage the Company’s reputation to immediately call this to the attention of management or one or more of the following:

·The Company’s General Counsel;

·Any member of the Audit Committee;

·Any manager in the internal audit department; or

·the Company’s compliance Hotline.

The Company has established a toll-free 24-hour telephone line (the “Hotline”) for employees to report possible violations of law or Company policy. The number is 1-866-265-3856 (toll free) or +1-402-517-3535 (when calling from outside the United States). All calls are confidential and employees may choose to make their calls anonymously.

The Company will not permit any form of retribution against any person, who, in good faith, reports known or suspected violations of Company policy. It is a violation of this Code for anyone to be discriminated against or harassed for contacting his or her supervisor, upper management, the General Counsel, or the Chairman of the Audit Committee with a good faith report of a suspected violation of law or policy. If you feel that you are being retaliated against in violation of this policy, please follow the procedures for reporting violations. Employees are expected to cooperate in internal investigations of misconduct.

XVII.WAIVER

Waivers of any provision of this Code shall be made by the Audit Committee, provided that such committee may defer such matters to the full board. Persons seeking a waiver should be prepared to disclose all relevant facts and circumstances, respond to inquiries for additional information, explain why a waiver is necessary, appropriate or in the best interest of the Company and comply with any procedures that may be required to protect the Company in connection with the waiver. If a waiver of this Code is granted for an executive officer or director, appropriate disclosure will promptly be made in accordance with applicable laws, rules and regulations (including the listing standards of the New York Stock Exchange).

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Certification

By signing below, I hereby acknowledge to my employer that I am aware of the existence of the Company Code of Conduct and Ethics, have access to it, have read and understood it, and agree that I will comply with it.

Employee’s Name:

(Please Print)

Work Location:

Employee’s Signature:

Date:

All employees of the Company (except where laws do not permit) are required to certify initially with the rollout of this policy, and periodically thereafter. New hires must certify with their orientation to the Company, and in any event within thirty (30) days of hire. Management and Human Resources are responsible for obtaining the required certifications (copies of the current policy will be available via the Company’s Intranet at all times) and will retain copies of the certification in the appropriate files.

Disclosure

Once you have reviewed and signed this Code of Conduct, please disclose any items you feel are relevant to the terms outlined in this Code. If needed, attach an additional page.

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ADDENDUM A
GLOBAL GEOPHYSICAL SERVICES, INC.
INSIDER TRADING POLICY

MEMORANDUM

TO:	All Officers, Directors and Employees
FROM:	The Board of Directors of Global Geophysical Services, Inc.
SUBJECT:	Insider Trading Policy
DATE:	November 9, 2010

Due to their potential access to material, nonpublic information, all officers, directors and employees of Global Geophysical Services, Inc. (the “Company”) must comply with the provisions of the Company’s Insider Trading Policy. Attached to this memorandum is a statement of the Company’s current policies and procedures with respect to trading in the Company’s securities, as well as the securities of other public companies doing business with the Company. The attached policy should be reviewed closely. The policy sets out, among other things, the following restrictions:

·Prohibition Against Trading on the Basis of Material, Non-Public Information. Material, non-public information about the Company must not be revealed to any other person, except when necessary in the course of the Company’s business. Securities of the Company, or any company that has a significant relationship with the Company, shall not be purchased or sold when the purchaser or seller knows of material non-public information. It is contrary to Company policy to engage in any activity that would be considered unlawful trading or tipping under the securities laws, whether related to the Company’s securities or another company’s securities with information gained as a result of your employment or relationship with the Company. Persons violating this policy will be subject to disciplinary action, which may include immediate dismissal from the Company.

·Prohibition Against Speculative, Short Term Trading. It is also Company policy that any investing in the Company’s securities, or the securities of any company that has a significant relationship with the Company, be on a “buy and hold” basis. Active trading, or short term speculation, is improper.

·Notice Requirements for Trading in Company Securities. Subject to the restrictions on purchasing and selling securities while in possession of material, non-public information, all directors, officers and employees of the Company must give written notice to Christopher P. Graham, the Company’s General Counsel, prior to engaging in a purchase or sale of the Company’s securities.

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·Black-Out Periods Applicable to All Employees. Certain periods have been designated as “blackout periods” for transactions in the Company’s securities, during which directors, officers and employees of the Company are prohibited from trading in the Company’s securities.

·Scope of Prohibited Trading. The Company’s Insider Trading Policy applies to trading in the Company’s common stock, options and any other types of securities, and applies to trades executed directly or indirectly. Examples of indirectly trading in the Company’s securities include using a third party intermediary to execute trades on your behalf, executing trades through an IRA Trust, or reallocating the amount of your 401(k) investments that are invested in the Company’s common stock.

·Insider Trading Policy Applies to Family Members. These restrictions also apply to your family members and others living in your household. You are expected to be responsible for the compliance of your family members and others living in your household.

Please contact Christopher P. Graham, the Company’s General Counsel, with any questions or comments concerning the Insider Trading Policy.

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GLOBAL GEOPHYSICAL SERVICES, INC.
INSIDER TRADING POLICY

Introduction

All of the officers, directors and employees of Global Geophysical Services, Inc. (the “Company”) are subject to this Insider Trading Policy. This policy describes:

·The federal laws prohibiting insider trading;

·The Company’s securities trading policy, including pre-clearance procedures;

·The Company’s blackout period policy;

·The Company’s policy regarding short sales and options trading; and

·The Company’s compliance program for officers and directors.

Noncompliance with the securities laws or any of the Company’s Insider Trading Policies described below constitute grounds for disciplinary action, which may include termination of employment.

Explanation of the Law

What is Material, Nonpublic Information?

U.S. federal securities laws make it illegal for any of us to buy or sell a company’s securities at a time when we possess “material, nonpublic information” relating to such company. This conduct is known as “insider trading.” “Nonpublic information” is information about a company that is not known to the general public. Information is deemed “material” if it could affect the market price of a security (i.e., stock, option, bond, etc.) or if a reasonable investor would attach importance to the information in deciding whether to buy, sell or hold a security. Information is considered “public” only if it has been effectively disclosed to the investing public (by press release, for example) and enough time has elapsed to permit the investment market to absorb and evaluate the information.

Material, nonpublic information can include information that something is likely to happen — or just that it might happen. Examples of material, non-public information with respect to the Company include, among other things, non-public information about:

·Earnings, operating or other financial results;

·Material changes in revenues or operations;

·Estimates or projections by the Company’s officers of future earnings or losses;

·Stock splits or other recapitalizations;

·Changes in management;

·A proposed stock or bond offering;

·Redemptions or repurchases by the Company of its securities;

·Events or business operations which are likely to affect future revenues or earnings (for example, acquisitions and dispositions of properties, and the execution of important contracts with partners or other parties);

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·Plans for substantial capital investments;

·The prospect of significant litigation or developments in a major litigation matter; or

·Any other information which is likely to have a significant impact on the Company’s financial results or stock price.

In the case of the Company, material, nonpublic information is not limited to information about the Company itself. It also includes material, non-public information about others, including the Company’s partners, service providers and other companies with which we have relationships.

Prohibitions Relating to Material, Nonpublic Information.

Sale or Purchase of Securities. It is unlawful for someone having material, nonpublic information regarding a company to buy or sell securities of that company, whether in the form of common stock, other company stock which might be issued in the future, options or any other type of security, and, whether directly or indirectly, through a third person, 401(K) plan, IRA trust or otherwise.

Tipping. It is unlawful for someone having material, nonpublic information to pass it on to a friend, relative or anyone else that buys or sells a security on the basis of that information. This area of activity is often referred to as “tipping.” Similarly, it is also unlawful to suggest buying or selling a security while in possession of material, nonpublic information but without actually disclosing such information. If damages are incurred for a tipping violation, often the “tippor” (the informant) is liable for the “tippee’s” profits and other damages.

Controlling Person Liability. It is also unlawful for certain persons to fail to prevent insider trading by others. A “controlling person” may be liable for civil penalties under the insider trading laws for the violations of another if the controlling person both (1) knew or recklessly disregarded the fact that an employee was likely to engage in a violation and (2) failed to take appropriate steps to prevent that violation before it occurred. A controlling person includes not only employers, such as the Company, but also individual employees with managerial or supervisory responsibilities over the violator and, in some cases, officers, directors and controlling shareholders of the employer.

Consequences of Violation. In recent years, the SEC has vigorously prosecuted insider trading violations by both institutions and individuals. The penalties, including criminal penalties, are severe, even for violations resulting in relatively small profits. Criminal penalties can result in up to 10 years of imprisonment. The maximum civil penalty for each violation is the higher of $1,000,000 or three times the gains made or losses avoided from insider trading. Finally, because of the importance of the policies set forth in this memorandum, any violation may be cause for immediate dismissal from the Company.

Securities Trading Policy

Prohibited Trading. Whenever a director, officer, employee or any party retained by the Company in any capacity has or is aware of material non-public information relating to the Company or any other company, including any of our partners or service providers, our policy

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and the securities laws provide that such employee or person may not, directly or indirectly, buy or sell the securities of the Company or such other company. Equally important, such employee or person: (1) should not pass the information along to others and (2) must not authorize or permit any member of his or her immediate family, anyone acting on his or her behalf, or anyone known to have such information, to purchase or sell such securities.

Blackout Period

In order to protect you and the Company from allegations of insider trading, you are prohibited you from buying or selling the Company’s securities during the quarterly “blackout period,” which begins one day before the public release of the Company’s quarterly earnings and ends at the market’s close on the first trading day after the public release of the quarter’s earnings. This policy is based on the presumption that, during the blackout period, you may have access to the quarter’s financial results, which are deemed material, non-public information until they are disseminated into the marketplace.

You are permitted to do a cash exercise of vested employee stock options granted by the Company during a blackout period, since the purchase price is fixed. In addition, you may sell shares acquired in the exercise of such stock options to the Company to pay the purchase price or tax withholding. You are not, however, permitted to sell the net shares acquired (after payment of exercise price and tax withholding) through such exercises until the blackout period ends.

Transactions in your 401(k) are, for blackout period purposes, no different than transactions for your own account and are prohibited.

Prohibition Against Short Sales, Trading in Options or Speculative Trading

As a matter of Company policy, you may not at any time sell Company securities short. You are also prohibited from (1) engaging in any transaction in publicly traded options on Company stock, including put or call options, and (2) from engaging in short-term, speculative trading in Company securities since such speculation can harm the Company by sending inappropriate or potentially misleading signals to the market. This prohibition applies to all types of publicly traded options (other than employee stock options granted by the Company).

Restrictions on Sales Following Initial Public Offering

For a period beginning seven days prior to and ending 180 days after (the “Lock-up Period”) the closing of the Company’s initial public offering of the Company’s common stock (the “IPO”), no officer, director or employee may sell Company securities unless that person has complied with this section of the insider trading policy. If you are subject to a lock-up agreement with the underwriters in the IPO (a “Lock-up”), the more restrictive provisions of this policy or the Lock-up will apply. That is, both this policy and the Lock-up must permit you to sell Company securities before you may sell.

During the Lock-up Period, it is Company policy that each employee should be allowed to sell up to 20% of that employee’s shares of common stock. This number will be based upon the shares that the employee actually owns at the beginning of the Lock-up period, but will not

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include unvested restricted stock or shares that are subject to unvested stock options. Notwithstanding the foregoing, all trades by employees during the Lock-up period shall be subject to the prior written approval of the Company’s General Counsel and must otherwise be made in compliance with this insider trading policy. This policy is not a guarantee that each employee will be allowed to sell 20% of that employee’s shares during the Lock-up Period, because unforeseen events may cause the Company to implement additional blackout periods. In addition, employees should plan sales well in advance in order to avoid the inevitable delays that come from seeking prior approval.

Compliance Program

In an attempt to assist officers’, directors’, and employees’ compliance with the Company’s securities trading policy and applicable laws, and avoid inadvertent violations, the Company has implemented the following Compliance Program which all officers, directors and employees will be required to observe.

All sales, purchases and other transactions of any kind (other than those in which the Company is the buyer or seller for its own account or transactions made pursuant to an approved, established trading plan as described below) in the Company’s common stock or other Company securities can only be made by you if all of the following conditions are met (unless waived by the Company’s General Counsel):

·You are not then in possession of “material, nonpublic information”; and

·You receive prior authorization (pre-clearance) to conduct the transaction from the Company’s General Counsel.

To assist in the administration and understanding of the Insider Trading Policy and as part of the Compliance Program, all officers, directors and/or employees agree to contact Christopher P. Graham, the Company’s General Counsel, prior to buying or selling any of the Company’s common stock or other securities.  When contacted in advance as required by the Insider Trading Policy, the Company’s General Counsel will screen all trades to confirm they are in compliance with the Insider Trading Policy.  For your ready reference, Christopher P. Graham’s direct dial at the office is 713-808-7310, and his mobile number is 832-606-3646.  The Company will develop an Insider Trading Compliance form that it will consider utilizing in the future to assist in streamlining the pre-clearance process; however, at this time all trades must first be cleared in advance by the Company’s General Counsel.

Established Trading Plans. The Company must pre-approve any plan, arrangement or trading instructions, etc. involving potential sales (or purchases) of stock or option exercises and sales, etc. (including, but not limited to, blind trusts, discretionary accounts with banks or brokers, limit orders, hedging strategies, etc.). You must still adhere to this prior approval procedure even where, for example, you are assured that a major law firm has blessed the trading arrangement that a brokerage firm or bank may be suggesting. (Note that the actual transactions effected pursuant to a pre-approval plan will not be subject to the Company’s pre-clearance procedures for transactions in the Company’s securities.)

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We will want to:

(1)Review the Proposed Arrangement. We must satisfy ourselves that the arrangement will not place the Company’s good name or yours in jeopardy.

(2)Add Additional Safeguards. To reduce exposure, we will need to make sure, for example, that at the time you enter into an arrangement (or at any time that you wish to terminate or modify a prior instruction or plan), there is no material information about the Company that has not been publicly disclosed. If there is undisclosed information (even if you aren’t aware of it), you would need to wait until that information has been disclosed. It may also be advisable that there be an interval between establishment of the plan and the first transaction under the plan.

(3)Consider a Public Announcement. We will consider in each case whether public announcement of a trading plan should be made (via press release, web site, etc.).

(4)Establish Section 16, Rule 144, etc. Procedures With Third Parties. Also, we will need to establish a procedure with whoever is handling your transactions to ensure:

a.Prompt filings of SEC Form 4 take place after transactions. Failure to file on time results in unwanted proxy statement disclosure of filing violations;

b.Compliance with SEC Rule 144 at the time of any sale; and

c.Cessation of any sales during pooling lock-up periods in the event of a merger or acquisition, or during other periods when a lock-up is imposed on insiders.

Transaction Blocks. The Company’s transfer agent has been advised of the Compliance Program. The transfer agent will be assisting us in the implementation of the Compliance Program.

Additional Black-Out Periods. The Sarbanes-Oxley Act of 2002 also requires the Company to absolutely prohibit all purchases, sales or transfers of Company securities by directors and executive officers during a pension fund blackout period. A pension fund blackout period exists whenever 50% or more of the plan participants are unable to conduct transactions in their accounts for more than three consecutive days. These blackout periods typically occur when there is a change in the retirement plan’s trustee, record keeper or investment manager. Affected officers and directors will be contacted when these or other restricted trading periods are instituted from time to time.

Acknowledgment

Each person designated to receive the Company’s Insider Trading Policy will be asked to sign the attached acknowledgment stating that he or she has read this Insider Trading Policy and understands the Company’s Insider Trading Policy described herein. The individual also will be

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asked to repeat this acknowledgment on an annual basis and confirm his or her transactions in Company securities for the prior year.

Administration and Further Assistance

This Insider Trading Policy shall be administered by the Company’s General Counsel. Any person who has a question concerning the propriety of a proposed transaction or who has a question about the Insider Trading Policy generally may obtain additional guidance from the Company’s General Counsel. Requests for clearance of a proposed securities transaction should be directed to the Company’s General Counsel.

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ACKNOWLEDGMENT AND RECEIPT OF MEMORANDUM
REGARDING GLOBAL GEOPHYSICAL SERVICES, INC’S
INSIDER TRADING POLICY

To the Board of Directors of Global Geophysical Services, Inc.

I have received the memorandum dated November 9, 2010, setting forth the Company’s Insider Trading Policy on material, nonpublic information and the U.S. federal securities laws.  I agree to screen all trades with the Company’s General Counsel in advance of entering into any trade of the Company’s Common Stock or other securities. I understand the Company’s Insider Trading Policy and have been advised that if I have a question about the meaning of the Company’s Insider Trading Policy or how either applies in a particular instance, I may ask the Company’s General Counsel to advise me.

(Date)	(Signature)
	(Name - please print)

To be returned to:

Christopher P. Graham

Senior Vice President and General Counsel

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ADDENDUM B

GLOBAL GEOPHYSICAL SERVICES, INC.

Code of Ethics for the Chief Executive Officer
and Senior Financial Officers

The Chief Executive Officer, Chief Financial officer, principal accounting officer or Controller, and other senior financial officers performing similar functions (collectively, the “Officers”) of Global Geophysical Services, Inc. (the “Company”) each have an obligation to the Company, its shareholders, the public investor community, and themselves to maintain the highest standards of ethical conduct. In recognition of this obligation, the Company has adopted the following standards of ethical conduct for the purpose of promoting:

·Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·Full, fair accurate, timely and understandable disclosure in the reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), and in other public communications made by the Company;

·Compliance with applicable governmental laws, rules and regulations;

·The prompt internal reporting to an appropriate person or persons identified herein of violations of this Code of Ethics; and

·Accountability for an adherence to this Code of Ethics.

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The Officers are bound by all of the provisions set forth therein, including those relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the Officers are subject to the additional specific policies described below. Adherence to these standards is integral to achieving the objectives of the Company and its shareholders. The Officers shall not commit acts contrary to these standards nor shall they condone the commission of such acts by others within the Company.

Competence

The Officers have a responsibility to:

·Maintain an appropriate level of professional competence through the ongoing development of their knowledge and skills.

·Perform their professional duties in accordance with relevant laws, regulations, and technical standards.

B-1

·Prepare accurate and timely financial statements, reports and recommendations after appropriate analyses of relevant and reliable information.

Confidentiality

The Officers have a responsibility to protect the Company by:

·Refraining from disclosing confidential information (regarding the Company or otherwise) acquired in the course of their work except when authorized, unless legally obligated to do so.

·Informing subordinates as appropriate regarding the confidentiality of information acquired in the course of their work and monitoring their activities to assure the maintenance of that confidentiality.

·Refraining from using or appearing to use confidential information acquired in the course of their work for unethical or illegal advantage either personally or through third parties.

Integrity

The Officers have a responsibility to:

·Comply with laws, rules and regulations of federal, state and local governments, and appropriate private and public regulatory agencies or organizations, including insider trading laws.

·Act in good faith, responsibly, without misrepresenting material facts or allowing their independent judgment to be subordinated.

·Protect the Company’s assets and insure their efficient use.

·Avoid actual or apparent conflicts of interest with respect to suppliers, customers and competitors and reports potential conflicts as required in the Company’s Conflict of Interest Policy.

·Refrain from engaging in any activity that would prejudice their ability to carry out their duties ethically.

·Refrain from either actively or passively subverting the attainment of the organization’s legitimate and ethical objectives.

·Recognize and communicate professional limitations or other constraints that would preclude responsible judgment or successful performance of an activity.

·Report to senior management and the Audit Committee any significant information they may have regarding judgments, deficiencies, discrepancies, errors, lapses or any similar matters relating to the Company’s or its subsidiaries’ accounting, auditing or system of

B-2

internal controls. The officers must communicate unfavorable as well as favorable information and professional judgments or opinions.

·Refrain from engaging in or supporting any activity that would discredit their profession or the Company and proactively promote ethical behavior within the Company.

Objectivity

The Officers have a responsibility to:

·Communicate information fairly and objectively.

·Disclose all material information that could reasonably be expected to influence intended user’s understanding of the reports, comments and recommendations presented.

Oversight and Disclosure

The Officers have a responsibility to:

·Ensure the preparation of full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the Officers to promptly bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities of overseeing the Company’s financial statements and disclosures and internal control systems.

·Promptly bring to the attention of the Audit Committee any information he or she may have concerning (1) significant deficiencies in the design or operation of internal controls which could aversely affect the Company’s ability to record, process, summarize and report financial data or (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

·Promptly bring to the attention of the CEO or the General Counsel, and to the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employee who has a significant role in the Company’s financial reporting, disclosures or internal controls.

·Promptly bring to the attention of the CEO or the General Counsel, and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.

B-3

Enforcement

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

B-4

IN WITNESS WHEREOF, the undersigned Officer certifies that he or she has read the above Code of Ethics and agrees to abide thereby.

(Signature)
(Print Name)
Date:                       , 2010
To be returned to:	Christopher P. Graham, General Counsel

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ADDENDUM B-1

GLOBAL GEOPHYSICAL SERVICES, INC.

Code of Ethics for the Chief Executive Officer
and Senior Financial Officers

As referenced in Addendum B, Senior Financial Officers of the Company are defined as follows:

Chief Executive Officer	Richard Degner
Sr. Vice President, Chief Financial Officer	P. Mathew Verghese
Vice President, Finance	Jerry Dresner
Comptroller	Brett Laminsky
Sr. Vice President, Strategic Initiatives	Craig Lindberg
Finance Manager — Latin America	Steve Harris
Finance Manager — EAME	David Maskell
Finance Manager — North America	Jeff Clements

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EX-21.1

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Exhibit 21.1

Subsidiaries of Global Geophysical Services, Inc.

As of December 31, 2010

Entity	Jurisdiction of Organization
Global Geophysical Services, Ltd.		Cayman Islands
Global Geophysical Services SpA		Chile
Global Geophysical Services S.A.		Ecuador
Global Geophysical Services, S. de R.L. de C.V.		Mexico
GGS Mexico Services, S. de R.L. de C.V.		Mexico
Global Servicos Geofisicos, Ltda.		Brazil
Global Geophysical Services Nigeria Ltd.		Nigeria
Autoseis, Inc.		Texas, United States
GGS International Holdings, Inc.		Texas, United States
Global Microseismic Services, Inc.		Texas, United States
Paisano Lease Co., Inc.		Texas, United States
Global Eurasia, LLC		Delaware, United States

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Exhibit 21.1

Subsidiaries of Global Geophysical Services, Inc. As of December 31, 2010

EX-23.1

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Exhibit 23.1

CONSENT OF UHY LLP

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in this Registration Statement on Form S-8 to the prospectus filed on April 22, 2010, which refers to our firm under the caption "Experts" and includes our report dated March 18, 2011 with respect to the consolidated financial statements of Global Geophysical Services, Inc. and Subsidiaries as of December 31, 2010 and 2009 and for each of the years in the three-year period ended December 31, 2010.

/s/ UHY LLP

Houston, Texas
March 18, 2011

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Exhibit 23.1

CONSENT OF UHY LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-31.1

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Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Richard A. Degner, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Global Geophysical Services, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2011 /s/ RICHARD A. DEGNER
Richard A. Degner
President and Chief Executive Officer

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Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

EX-31.2

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Exhibit 31.2

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Section 302 of the Sarbanes-Oxley Act of 2002)

I, P. Mathew Verghese, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Global Geophysical Services, Inc.

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 18, 2011 /s/ P. MATHEW VERGHESE
P. Mathew Verghese
Senior Vice President and Chief Financial Officer

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Exhibit 31.2

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

EX-32.1

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. § 1350
(Section 906 of Sarbanes-Oxley Act of 2002)

        In connection with the Annual Report of Global Geophysical Services, Inc. (the "Company") on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Degner, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 18, 2011 /s/ RICHARD A. DEGNER
Richard A. Degner
President and Chief Executive Officer

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Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002)

EX-32.2

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Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350
(Section 906 of Sarbanes-Oxley Act of 2002)

        In connection with the Annual Report of Global Geophysical Services, Inc. (the "Company") on Form 10-K for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, P. Mathew Verghese, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)   The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

        (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 18, 2011 /s/ P. MATHEW VERGHESE
P. Mathew Verghese
Senior Vice President and Chief Financial Officer

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Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002)